AMENDED AND RESTATED
LICENSE AGREEMENT
This Amended and
Restated License Agreement (this “Agreement”) is made
and entered into as of November 10, 2005, by and between Clear
Channel Identity, L.P., a Texas limited partnership, whose
principal place of business is located at 200 E. Basse Road, San
Antonio, Texas 78209 (“Owner”), and Outdoor Management
Services, Inc., a Nevada corporation, whose principal place of
business is located at 200 E. Basse Road, San Antonio, Texas 78209
(“Licensee”).
WHEREAS, Owner and
Licensee entered into that certain License Agreement as of
January 1, 2003 (the “Original
Agreement”);
WHEREAS, Owner and
Licensee are each indirect, wholly-owned subsidiaries of Clear
Channel Communications, Inc. (“CCU”), and CCU is in the
process of strategically realigning its businesses;
WHEREAS, in
connection with such strategic realignment, the parties desire to,
and do hereby, amend and restate the Original Agreement with this
Agreement;
WHEREAS, Owner is
the exclusive owner of all right, title and interest in and to all
tradenames, trademarks, service marks, common law marks,
applications therefor and other rights (the “Marks”)
used by Owner including, without limitation, the Marks described in
Exhibit A attached hereto and incorporated
herein;
WHEREAS, the Marks
have achieved widespread recognition among members of the general
public; and
WHEREAS, it is the
desire and intention of the parties that Licensee be permitted to
use, throughout the Territory (as hereinafter defined), the Marks,
together with such other trademarks, service marks and trade names
owned and identified from time to time by Owner and accepted for
license by Licensee;
NOW THEREFORE, in
consideration of the promises and mutual obligations set forth
herein and other good and valuable consideration, Owner and
Licensee hereby agree as follows:
1.
License . Subject to the terms of this Agreement, Owner
hereby grants to Licensee a non-exclusive license to use the Marks
as well as such other trademarks, service marks and trade names
owned and identified from time to time by Owner and accepted for
license by Licensee (the “License”). The parties agree
that Exhibit A automatically shall be amended to
include all of the Marks that Owner adopts in the Territory (as
defined herein) and identifies to Licensee and that Licensee
accepts for license under this Agreement. The parties further agree
that Exhibit A automatically shall be amended to include all
Marks listed in any trademark or
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service mark
application Owner may file as well as such other Marks agreed to by
Owner and Licensee. Licensee shall use and may license others to
use the Marks in connection with its outdoor advertising business
operations in the Territory but shall not use the Marks on other
goods or services unless otherwise agreed to by Owner.
2.
Territory . The territory of the License shall encompass the
area contained within the geographic bounds of the United States
(the “Territory”); provided , however ,
that the License granted to Licensee hereunder entitles Licensee to
use the Marks on the Internet in connection with its normal
business operations.
3.
Royalty Fee . Licensee shall pay Owner for the use of the
Marks pursuant the amount as set forth on Exhibit B
attached hereto. The amount owed by Licensee shall accrue
throughout the fiscal year and shall be paid quarterly as follows:
Within thirty (30) days after the end of Owner’s fiscal
quarter, Licensee shall pay to Owner the total amount owed by
Licensee to Owner for the use of the licensed property under this
Agreement during such fiscal quarter, with a credit against such
payment for any amounts owed by Owner to Licensee for such fiscal
quarter.
4.
Records . Licensee shall keep books of account containing
accurate and complete records of all data necessary for the
determination of the amounts payable to Owner under this Agreement.
Such records shall be open for inspection, copying and audit by a
designated representative of Owner at any time during the regular
business hours of Licensee, provided that reasonable notice is
given to Licensee.
5.
Specification and Quality Assurance . Licensee agrees that
all products and services which Licensee offers under the Marks
shall be of high quality, and shall be rendered in accordance with
such specifications and standards as may be communicated by Owner
to Licensee from time to time. All advertising, promotion and other
use of the Marks will be in good taste and in such manner as will
maintain and enhance the value of the Marks and the reputation for
high quality associated with the Marks. Licensee agrees to change
any use of the Marks or any proposed use of the Marks of which
Owner does not approve. Licensee shall comply with all applicable
federal, state and regulatory laws concerning products and services
offered under the Marks.
6.
Acknowledgments by Licensee .
(a) Licensee
acknowledges that Owner has exclusive right in and to the Marks and
will not at any time do or cause to be done any act or thing
contesting or in any way impairing or tending to impair any part of
such right. All use of the Marks by Licensee will inure to the
benefit of Owner.
(b) Licensee
shall not in any manner represent that it has any ownership in the
Marks or the registration thereof.
7.
Term . Unless otherwise terminated in accordance with the
terms hereof, this Agreement shall commence as of the date hereof
and shall continue for a period of one (1) year;
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provided that
this Agreement shall automatically renew for additional one
(1) year periods unless either party gives notice of its
election to terminate this Agreement at least ninety (90) days
before the end of any one-year period.
(a) In
the event of a breach by Licensee of any provision of this
Agreement, Owner may give Licensee notice in writing of the breach.
Licensee shall have a period of sixty (60) days from the date
such notice is received to cure the breach specified therein, and
if the breach is not cured within such period or Licensee notifies
Owner of its intention not to cure such breach, then Owner shall be
entitled to terminate this Agreement and exercise any other rights
or remedies it may have hereunder or as otherwise provided by law;
provided , however , that if such breach is not
curable, for whatever reason, during such sixty (60) day
period, Owner shall delay taking action so long as Licensee shall
have begun to cure such breach within such period and thereafter
proceeds diligently to complete the cure of the breach and such
breach is cured within a reasonable period thereafter;
provided , further , that if the breach is not
curable, then Owner shall be entitled to immediately terminate this
Agreement and exercise any other rights or remedies it may have
hereunder or as otherwise provided by law upon giving notice in
writing of the breach to Licensee.
(b) In
the event of a breach by Clear Channel Outdoor Holdings, Inc.
(“CCO”) of any provision of that certain Master
Agreement, dated November 10, 2005, between CCU and CCO, that
certain Corporate Services Agreement, dated November 10, 2005,
between Clear Channel Management Services, L.P. and CCO
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