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TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT, dated this 29th day of November, 1999, is made by and
between TDY HOLDINGS, LLC, a Delaware limited liability company (hereinafter
"HOLDINGS"); and TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation
(hereinafter "TELEDYNE TECHNOLOGIES").
WHEREAS, HOLDINGS is the owner of the entire right, title, and interest
in the TELEDYNE and TELEDYNE LOGO trademark registrations and applications in
the United States and foreign countries for numerous classes of goods and
services, and HOLDINGS' affiliates have used the word "TELEDYNE" as a trademark,
trade name, and service mark, and the TELEDYNE LOGO as a trademark and service
mark;
WHEREAS, the affiliates, divisions, operating companies, subsidiaries,
and business units of Allegheny Teledyne Incorporated used TELEDYNE and the
TELEDYNE LOGO as a trademark, trade name, or service mark in the United States
and foreign countries on and in connection with certain goods and services, as
shown in the Exhibit (hereinafter "TRADEMARKS"); and
WHEREAS, TELEDYNE TECHNOLOGIES desires to license the TRADEMARKS under
the terms and conditions hereinafter set forth.
In consideration of the mutual promises, and intending to be legally
bound, the parties agree as follows:
ARTICLE I - DEFINITIONS
1.0 "PRODUCTS" means and includes those products made, used, and sold,
and those services rendered by TELEDYNE TECHNOLOGIES prior to its formation,
reasonable product and services extensions, and such other related products and
services that may be added to this license upon written notice by TELEDYNE
TECHNOLOGIES to HOLDINGS.
ARTICLE II - LICENSE
2.0 HOLDINGS hereby grants to TELEDYNE TECHNOLOGIES a world-wide right
and license (subject to certain conditions hereinafter set forth):
(a) to use the word TELEDYNE as a trademark, trade name, and service
mark in connection with the Products of TELEDYNE TECHNOLOGIES, and
(b) to use the TELEDYNE LOGO as a trademark and service mark in
connection with Products of TELEDYNE TECHNOLOGIES.
2.1 Such license of paragraph 2.0 is exclusive, except for the
reservation of world-wide rights and licenses in HOLDINGS, for and on behalf of
its affiliates, to use TELEDYNE
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and TELEDYNE LOGO as a trademark, trade name, and service mark in connection
with any and all products sold and services rendered which do not compete with
the Products of TELEDYNE TECHNOLOGIES. This reservation shall continue until
terminated by HOLDINGS at its sole discretion.
ARTICLE III - LICENSE FEE
3.0 TELEDYNE TECHNOLOGIES shall pay to HOLDINGS an annual license fee
of US$ 100,000 for the license granted under ARTICLE II. The fee shall be
payable within thirty (30) days after the effective date of this Agreement, and
thereafter annually on the anniversary of the effective date, until terminated.
ARTICLE IV - OPTION TO PURCHASE
4.0 Unless this Agreement is terminated under Article VI, on the last
business day preceding the fifth year anniversary, TELEDYNE TECHNOLOGIES shall
have the right to purchase the TRADEMARKS for use within the scope of rights and
licenses granted in ARTICLE II and all other rights, title, and interest in the
TRADEMARKS at US$ 412,000, which the parties agree is the predicted fair market
value price on the fifth year anniversary. TELEDYNE TECHNOLOGIES shall give
notice to HOLDINGS of its intention to purchase within thirty (30) days prior to
the fifth year anniversary. Such purchase price shall be payable to HOLDINGS on
the last business day preceding the fifth year anniversary.
ARTICLE V - QUALITY
5.0 TELEDYNE TECHNOLOGIES agrees to establish and maintain product
specifications and product inspection and quality control procedures and records
satisfactory to HOLDINGS with respect to all Products, which specifications,
inspections, and procedures shall be at least equivalent to those in practice at
TELEDYNE TECHNOLOGIES at the time of this Agreement.
5.1 HOLDINGS shall have the right to monitor periodically the quality
of the Products used in connection with the TRADEMARKS and the proper usage of
the TRADEMARKS. TELEDYNE TECHNOLOGIES shall permit HOLDINGS to inspect TELEDYNE
TECHNOLOGIES plants, warehouses, and other establishments, and to inspect any
Products located therein, at any time during regular business hours with
reasonable notice.
5.2 TELEDYNE TECHNOLOGIES shall use and mark all Products with
TRADEMARKS as reasonably practical in the proper trademark manner, and shall
comply with all laws and regulations pertaining to the proper use and
designation of TRADEMARKS in all countries.
5.3 HOLDINGS shall have the right to revoke the license and rights if
the quality standards or proper usage are not maintained; provided that HOLDINGS
shall give written notice
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to TELEDYNE TECHNOLOGIES of any deficiency and a reasonable time to correct the
same before terminating this Agreement and license.
ARTICLE VI - TERM AND TERMINATION
6.0 This Agreement shall continue for one (1) year and shall be
automatically renewed for four (4) successive one-year periods and then shall
terminate unless terminated at an earlier date as provided herein.
6.1 TELEDYNE TECHNOLOGIES may terminate this Agreement and the license
hereunder for any reason upon written notification of its intention to do so at
least ninety (90) days prior to each anniversary date of this Agreement.
6.2 HOLDINGS may terminate this Agreement and the license hereunder for
cause (a) if TELEDYNE TECHNOLOGIES breaches any material condition of this
license, and fails to cure the breach within sixty (60) days or such other
period as the parties may agree after receiving notice of such breach, or (b) if
TELEDYNE TECHNOLOGIES discontinues business, becomes insolvent, appoints a
receiver, or goes into liquidation, or (c) if control of TELEDYNE TECHNOLOGIES
passes to any party or parties which HOLDINGS judges would be contrary to
interests of HOLDINGS or its affiliates.
6.3 Promptly after the termination of this Agreement and the license
granted hereunder, TELEDYNE TECHNOLOGIES shall have no further rights in
TRADEMARKS, shall discontinue use of the TRADEMARKS, shall take any and all
reasonable actions requested by HOLDINGS for establishing that it has no rights
in the TRADEMARK, and shall not adopt in place of TRADEMARKS, any word,
expression, portions or combinations thereof, or foreign language equivalents
that are confusingly similar thereto.
ARTICLE VII - MISCELLANEOUS
7.0 The parties acknowledge that the TRADEMARKS are owned by HOLDINGS,
and that TELEDYNE TECHNOLOGIES has the right to apply for registration of any
mark, portions thereof, or foreign language equivalents with the express written
approval of HOLDINGS, which shall not be unreasonably withheld.
7.1 TELEDYNE TECHNOLOGIES agrees that it will not infringe TRADEMARKS
by unauthorized use, will not contest the HOLDINGS rights in TRADEMARKS, nor
assist, encourage, or induce another in such use or contest. TELEDYNE
TECHNOLOGIES further agrees that neither it nor any person or entity which it
controls or is controlled by, shall assert any rights of ownership in the
licensed TRADEMARKS.
7.2 TELEDYNE TECHNOLOGIES shall defend, indemnify, and hold harmless
HOLDINGS and its affiliates and officers and directors against any and all
claims, demands, actions and causes of actions of any nature whatsoever in any
jurisdiction, and any expense incident to the defense thereof for injury to or
death to persons, and for loss of or damage to
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property arising in connection with the manufacture, assembly, sale by TELEDYNE
TECHNOLOGIES of Products in connection with the TRADEMARKS, regardless of the
legal theory.
7.3 TELEDYNE TECHNOLOGIES shall comply with all security and export
control laws and regulations of the United States and relevant foreign countries
in the sale of Products.
7.4 The rights and privileges granted to TELEDYNE TECHNOLOGIES are
personal, indivisible, and non-assignable.
7.5 This Agreement shall constitute the entire agreement between the
parties on this subject matter, and there are no other understandings, expressed
or implied, with respect to the subject matter of this Agreement, which shall
not be modified except in writing by both parties.
The parties have signed this Agreement to be effective as first written
above.
TELEDYNE TECHNOLOGIES TDY HOLDINGS, LLC
By: /s/ Robert Mehrabian By: /s/ James L. Murdy
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Name: Robert Mehrabian Name:
Title: President and Chief Executive Officer Title:
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EXHIBIT
(See attached list of US and foreign trademark applications and
registrations comprising TRADEMARKS)