TRADEMARK LICENSE
AGREEMENT
THIS TRADEMARK
LICENSE AGREEMENT (hereinafter the “Agreement”) is
made effective the 30th day of June, 2005 by and between American
Railcar Industries, Inc., a Missouri corporation, having a place of
business at 100 Clark Street, St. Charles, Missouri 63301
(hereinafter “Licensor”), and American Railcar Leasing
LLC, a Delaware limited liability company, having a place of
business at 620 North Second, St. Charles, Missouri 63301
(hereinafter “Licensee”).
WHEREAS, Licensor
is in the railcar manufacturing, maintenance and fleet management
services business and Licensee is in the railcar leasing and sales
business;
WHEREAS, Licensor
and Licensee are independent going concerns that from time to time
transact business with each other;
WHEREAS, Licensor
currently provides railcar repair and maintenance services and
fleet management services to Licensee;
WHEREAS, Licensor
is the owner of the trademarks, as depicted on
Exhibit A , attached hereto, including any and
all trade names and tradedress associated therewith, and of the
goodwill represented thereby, as well as various U.S. and
international trademark registrations for certain variations of the
trademarks (hereinafter the “Trademarks”);
and
WHEREAS, it is the
desire and intention of the parties that Licensee be permitted to
use certain variations of the Trademarks (hereinafter the
“Licensed Trademarks”) pursuant to the terms of this
Agreement.
NOW, THEREFORE, in
consideration of the promises and covenants contained herein and
for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties agree as
follows:
(a) Subject
to the terms of this Agreement, Licensor grants Licensee a
perpetual, worldwide, nonexclusive right to use the Licensed
Trademarks, under the conditions set forth in this Agreement, for
the following goods and services: “the operation of and
products associated with operating a railcar leasing
business” (hereinafter the “Goods and
Services”).
(b) Upon
the terms and subject to the conditions set forth in this
Agreement, the license grant herein includes Licensee’s right
to sublicense wholly-owned subsidiaries of Licensee engaged
exclusively in the business of railcar leasing and only in
connection with the Goods and Services.
2.
QUALITY OF GOODS AND SERVICES . Licensee shall use the
Licensed Trademarks only with the quality and standards as approved
by Licensor, from time to time, with the Goods and
Services.
3.
PAYMENTS . In consideration for the license granted herein,
Licensee agrees to pay Licensor an annual fee of $1000.00 for use
of the Licensed Trademarks in connection with the Goods and
Services.
4.
INSPECTION . Upon prior written notice, Licensee will permit
duly authorized representatives of Licensor to inspect on the
premises of Licensee at all reasonable times the Goods and Services
in connection with which Licensee uses or intends to use the
Licensed Trademarks, and Licensee shall upon reasonable request of
Licensor submit to the Licensor, or to its duly authorized
representatives, representative samples of the Goods and Services
which it sells or intends to sell under the Licensed Trademarks for
the purpose of ascertaining or determining compliance with
paragraphs 1 and 2 hereof.
5.
OWNERSHIP OF LICENSED TRADEMARKS . Licensee acknowledges
that Licensor is the owner or has the rights to all the Licensed
Trademarks, and Licensee agrees not to contest or object to the
ownership or validity of such Licensed Trademarks at anytime.
Licensee further acknowledges that the Licensed Trademarks are good
and valid, that Licensee has no rights therein except those set
forth herein, that Licensee will not contest the ownership or
validity of any rights of Licensor in the Licensed Trademarks or
registrations thereof, and that Licensee will not do or cause to be
done anything that might impair Licensor’s rights in and to
the Licensed Trademarks. Licensee undertakes to comply
substantially with all laws pertaining to trademarks in force at
any time in any jurisdiction, including but not limited to marking
requirements under federal, state or foreign law. Licensee agrees
to comply with any reasonable requirements established by Licensor
concerning the style, design, display and use of the Licensed
Trademarks, and, as appropriate, to use correctly the trademark
symbol TM or registration symbol ® .
6. EXTENT
OF LICENSE . This Agreement, and in particular the right
granted under paragraph 1, shall not be transferable or assignable
without Licensor’s prior written consent, which shall not be
unreasonably withheld. Licensor shall have the right to use the
Licensed Trademarks and to license its uses to any third party for
any purpose
|
