Exhibit 10.11
TRADE NAME AND SERVICE MARK LICENSE AGREEMENT
---------------------------------------------
THIS TRADE NAME AND SERVICE MARK LICENSE AGREEMENT ("Agreement") is made as
of June 3, 1998 by and between ITT Sheraton Corporation, a Delaware corporation
("Licensor"), and ITT Educational Services, Inc., a Delaware corporation
("Licensee") (individually a "Party", and collectively, "Parties").
WHEREAS, pursuant to that certain Trade Name and Service Mark License
Agreement dated December 19, 1994 between ITT Corporation, formerly a Delaware
corporation and now named ITT Industries, Inc., an Indiana corporation ("ITT")
and Licensee ("Prior Agreement"), and that certain Intercompany Agreement dated
December 19, 1994 between ITT and Licensee ("Intercompany Agreement"), ITT
permitted Licensee to make specified uses of the Licensed Mark (as hereinafter
defined) of Licensor in connection with conducting the Business of Licensee (as
hereinafter defined);
WHEREAS, the Prior Agreement was assigned by ITT to ITT Destinations, Inc.
pursuant to an Assignment Agreement effective as of November 2, 1995;
WHEREAS, the Prior Agreement was assigned by ITT Destinations, Inc. to ITT
Sheraton Corporation pursuant to an Assignment Agreement effective as of
December 19, 1995;
WHEREAS, the Parties wish to terminate the Prior Agreement and the
provisions in the Intercompany Agreement relating to Licensee's use of the
Licensed Mark in connection with conducting the Business of Licensee and replace
such provisions with the provisions set forth herein;
WHEREAS, Licensor is the sole owner of the Licensed Mark and Licensee
desires to continue to use the Licensed Mark in its corporate and trade name and
as a service mark and trademark in connection with conducting the Business of
Licensee;
WHEREAS, ITT assigned all right, title and interest in and to the Licensed
Mark to ITT Destinations, Inc. pursuant to a Trademark Assignment Agreement
effective as of November 2, 1995;
WHEREAS, ITT Destinations, Inc. assigned all right, title, and interest in
and to the Licensed Mark to Licensor pursuant to a Trademark Assignment
Agreement effective as of December 19, 1995; and
WHEREAS, subject to the Licensee's observation of the terms, conditions and
provisions contained herein, Licensor is willing to grant Licensee certain
rights to use the Licensed Mark in connection with conducting the Business of
Licensee.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows.
-1-
I. DEFINITIONS
A. Licensed Mark. The term "Licensed Mark" shall mean the "ITT" corporate
and trade name, service mark and trademark "ITT" as set forth in
Exhibit A.
B. Business of the Licensee. The term "Business of the Licensee" shall
mean the Licensee's business as currently conducted by the Licensee
and generally described in its Annual Report on Form 10-K for the year
ending December 31, 1997.
C. Affiliate. An "Affiliate" of any Person means any other Person
controlling, controlled by or under common control with such first
Person, where "Control" means the possession, directly or indirectly,
of the power to direct the management and policies of a Person whether
through the ownership of voting securities, contract or otherwise.
Without limiting the generality of the foregoing, for purposes of this
Agreement, ITT Corporation, a Nevada corporation, Starwood Hotels &
Resorts Worldwide, Inc. a Maryland corporation, and each of their
respective Affiliates are Affiliates of Licensor.
D. Person. The term "Person" means an individual, a partnership, a
corporation, a limited liability company, as association, a joint
stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or
political subdivision thereof.
E. Subsidiary. A "Subsidiary" of any Person means any other Person of
which (or in which) such first Person owns, directly or indirectly,
40% or more of the equity interests or has the power to direct the
management and policies of such second Person whether through the
ownership of voting securities, contract or otherwise.
F. "Change in Control". As it relates to Licensee, "Change in Control"
shall mean the occurrence of any one of the following events:
(i) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") disclosing that any person
(within the meaning of Section 13(d) of the Act) other than
Licensor, an Affiliate of Licensor, Licensee, a Subsidiary of
Licensee, or any employee benefit plan sponsored by Licensee, a
Subsidiary of Licensee, Licensor, or an Affiliate of Licensor is
the beneficial owner directly or indirectly of twenty percent
(20%) or more of the outstanding voting common stock and other
voting equity securities of Licensee (the "Common Stock")
provided, that an acquisition by any such person of Common Stock
from Licensor and its Affiliates in and of itself shall not
constitute a Change of Control under this clause;
-2-
(ii) any person (within the meaning of Section 13(d) of the Act)
other than Licensee, a Subsidiary of Licensee, Licensor, or an
Affiliate of Licensor or any employee benefit plan sponsored by
Licensee, a Subsidiary of Licensee, Licensor, or an Affiliate
of Licensor shall purchase or acquire pursuant to a tender
offer or exchange offer any Common Stock (or securities
convertible into such Common Stock), for cash, securities or
any other consideration, provided that after consummation of
the offer, the person in question is the beneficial owner (as
such term is defined in Rule 13d-3 under the Act) directly or
indirectly of twenty percent (20%) or more of the outstanding
Common Stock (calculated as provided in paragraph (d) of Rule
13d-3 under the Act in the case of rights to acquire Common
Stock) unless such purchase was approved by the Board of
Directors of Licensor; or
(iii) the stockholders of Licensee shall approve (a) any
consolidation or merger of Licensee in which Licensee is not
the continuing or surviving corporation or pursuant to which
all shares of Common Stock would be converted into cash,
securities or other property, other than a merger of Licensee
in which holders of Common Stock immediately prior to the
merger have the same proportionate ownership of common stock of
the surviving corporation immediately after the merger as
immediately before, or (b) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of
Licensee.
G. "Permitted Manner of Use" shall mean use of the Licensed Mark in
accordance with all legal requirements and also with Licensor's
current Graphic Standards Manual as may be reasonably amended from
time to time by Licensor.
H. "Phaseout Period" shall be a period of twelve (12) months from the
termination of this Agreement during which period all use of the
Licensed Mark by Licensee and its sublicensees permitted under Section
II.B. hereof, as the case may be, shall be phased out in accordance
with the provisions of this Agreement.
I. "Effective Date" shall be the date that the shares of Common Stock
offered by ITT Corporation, a Nevada corporation, pursuant to the
Registration Statement (File No. 333-46267) first filed with the
Securities and Exchange Commission on Form S-3 on February 13, 1998
are sold.
II. LICENSE
A. Grant. Subject to the terms and conditions of this Agreement, Licensor
hereby grants to Licensee, during the term of this Agreement, a
-3-
non-exclusive, non-transferable, worldwide, royalty-free license to
use the Licensed Mark in accordance with the applicable Permitted
Manner of Use solely in connection with the operation of the Business
of the Licensee and solely in the following manner:
(1) in its corporate name, in its popular name and in the name of its
schools in and only in the following manner: "ITT Educational
Services, Inc."; "ITT Educational Services"; "ITT Technical
Institute(s)"; "ITT Tech"; or, as may otherwise be authorized in
writing by Licensor; and
(2) as a trademark and service mark for the purpose of conducting the
Business of Licensee.
B. Sublicensing. Licensee shall not sublicense, sell, share or otherwise
transfer any of its rights under this Agreement to any other person or
entity, and any attempted sublicense shall be null and void and shall
immediately terminate this Agreement and the license granted herein.
Notwithstanding the foregoing, Licensee may sublicense its rights
hereunder to any of its current and future Subsidiaries conditioned
upon and so long as: (i) any and all sublicensees execute a written
agreement agreeing to be bound by the terms of this Agreement; (ii)
Licensee guarantees that the performance of any and all such
sublicensees shall be in compliance with the terms of this Agreement;
and (iii) such sublicensee continues to be a Subsidiary of License.
C. Reservation of Rights. No rights or licenses, express or implied,
other than those granted in Section II.A, are granted by this
Agreement to Licensee under any intellectual property owned or
controlled by Licensor. The rights granted to Licensee pursuant to
this Agreement are subject to all pre-existing contracts and to all
rights of third parties related to the Licensed Mark. Licensor
expressly reserves the right to use the Licensed Mark anywhere in the
world and for any purpose, including in connection with any business
operation, products manufactured or sold by or for Licensor or any
services rendered by or for Licensor.
D. Prior Agreement. The parties hereby agree that, as of the Effective
Date, no other agreements shall govern use of the Licensed Mark by
Licensee except for this Agreement. Therefore, the parties agree that
the Prior Agreement is hereby terminated in its entirety.
III. TERM AND TERMINATION
A. Term. This Agreement shall continue in full force and effect, unless
earlier terminated as provided herein, for seven (7) years from the
Effective Date; provided that, Licensee may extend the term of this
Agreement for up to an additional five (5) years (subject to earlier
termination as provided herein) by
-4-
giving written notice to Licensor no earlier than two (2) years and no
later than six (6) months prior to the seventh anniversary of the
Effective Date. If Licensee gives such notice, Licensee and Licensor
shall negotiate in good faith to determine the royalties, if any, to
be paid by Licensee to Licensor during any such extension. If the
parties are unable to reach agreement on such royalties, this
Agreement shall terminate on the seventh anniversary of the Effective
Date, unless earlier terminated as provided herein.
B. Termination. Licensor shall have the right to terminate this Agreement
immediately: (i) if Licensee breaches any term or condition of this
Agreement and fails to remedy such breach within thirty (30) days
after receipt of written notice from Licensor of such breach; (ii) if
proceedings are instituted by or against Licensee under federal or
state bankruptcy laws or an assignment or receivership is established
for the benefit of the creditors of Licensee; or (iii) upon any direct
or indirect Change in Control of Licensee.
C. Effect of Termination. Upon expiration or termination of this
Agreement for any reason, Licensee and its sublicensees shall phase
out all use of the Licensed Mark during the Phaseout Period. By the
end of the Phaseout Period Licensor and its sublicensees shall fully
discontinue all use of the Licensed Mark. Within five (5) business
days after the end of the Phaseout Period, an officer of Licensee
shall certify in writing to Licensor that Licensee has complied with
the terms of this Section III.C.
IV. LIMITATIONS
A. Usage. Except as provided in Section II.A, Licensee shall not make any
use of the Licensed Mark or any term, phrase or design which is
confusingly similar to, or a colorable imitation of, the Licensed Mark
in any manner whatsoever, including but not limited to: (i) any use as
part of a corporate, assumed or trade name; (ii) as a product name;
(iii) as a trademark or service mark; (iv) in advertising or
promotional activities; (v) on stationery, business cards or similar
materials; or (vi) directly or indirectly in connection with, or in
relation to, any activity or agreement.
B. Ownership. Any and all right, title or interest in, to or under the
Licensed Mark which may accrue to the benefit of, or be acquired by,
Licensee as a result of its exercise of the rights and licenses
granted pursuant hereto shall be assigned to and inure to the sole
benefit of Licensor; and Licensee hereby assigns to Licensor any and
all such right, title and interest, along with any goodwill pertaining
thereto. Licensee shall not assert any claim of ownership of, or any
claim to, any goodwill or reputation associated with the Licensed
Mark, by reason of Licensee's licensed use thereof or otherwise.
Licensee shall not take any action or omission in derogation of any of
the rights of Licensor in the Licensed Mark, either during the term of
this Agreement or thereafter.
-5-
C. Markings. As of the Effective Date, for all new, revised or reprinted
pamphlets, catalogs, and other promotional and educational materials
(exclusive of television, radio and newspaper advertising and signage)
used in the Business of Licensee, Licensee shall place the following
notice prominently in connection with the use of the Licensed Mark:
"ITT is a registered mark of and is used under license granted by
ITT Sheraton Corporation."
V. QUALITY CONTROL
A. Quality Standards. In view of the past status of the Parties as
affiliated companies, each Party's intimate knowledge with standards
and procedures for assuring consistent quality, Licensor's knowledge
of the standards and procedures used by Licensee under the Prior
Agreement, the history of trouble-free services offered and provided
by Licensee, Licensor recognizes the current quality standards of
Licensee as acceptable standards. Licensee shall maintain such quality
standards in connection with its use of the Licensed Mark that are
substantially equivalent to or stricter than those standards used by
Licensee with respect to the Licensed Mark prior to the Effective
Date. Licensor shall have the right, at any time, to reasonably modify
or supplement the quality standards to be maintained by Licensee by
providing prior written notice to Licensee.
B. Samples. At the reasonable request of Licensor and at the expense of
Licensee, Licensee shall provide Licensor with copies, photographs or
representative samples of materials bearing the Licensed Mark so that
Licensor may determine whether Licensee is maintaining the quality
standards set forth in Section V.A.
VI. REGISTRATION AND ENFORCEMENT
A. Registration. Registration and any other form of protection for the
Licensed Mark shall only be obtained by Licensor in its name and at
its expense. Licensee shall furnish Licensor with all reasonably
requested information (including specimens and samples illustrative of
the manner of use of the Licensed Mark) and documentation (including
the execution and delivery of any and all true and correct affidavits,
declarations. oaths and other documentation) to assist Licensor in
obtaining and maintaining such trademark protection and registrations.
B. Enforcement. Licensee shall take all reasonable steps and shall
provide such materials. cooperation and assistance as may be
reasonably required to assist Licensor in maintaining and enforcing
the Licensed Mark. Licensee shall promptly notify Licensor of any
actual or suspected infringement or misuse of the Licensed Mark by
third parties. Licensor shall have the sole discretion to take action
against such infringers or misusers or suspected
-6-
infringers or misusers, and any and all recoveries resulting from such
actions initiated by Licensor shall be retained by Licensor. Licensee
shall not take any action with respect to any third party in an
attempt to enforce any rights regarding the Licensed Mark without the
prior written approval of Licensor.
C. Licensed Mark Not Contested. Licensee shall not raise or cause to be
raised any questions concerning or objections to the validity of the
Licensed Mark in any jurisdiction, or to any registrations thereof or
applications therefor, or to the sole proprietary rights of Licensor
thereto, on any grounds whatsoever.
D. Execution of Documents. At Licensor's request, Licensee shall assist
Licensor in the procurement or maintenance of any filings or
registrations for the Licensed Mark in any jurisdiction by providing
any information available and executing any documents necessary
therefor. The rights granted or to be granted hereunder to Licensee
shall be recorded in any jurisdiction where such recordation is
required by statute or in the sole discretion of Licensor is
advisable, and Licensee and its sublicensees shall extend to Licensor
their full cooperation in filing and completing any such recordation.
VII. REMEDY
Licensee acknowledges that its breach of this Agreement would cause
immediate and irreparable harm to Licensor for which money damages would be
inadequate. Therefore, Licensor shall be entitled to injunctive relief for
Licensee's breach of this Agreement without proof of actual damages and
without the posting of bond or other security. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement but shall be
in addition to all other remedies available at law or in equity.
VIII. COVENANTS
A. Registration. Licensee shall not seek to register the Licensed Mark or
any term, phrase or design that is confusingly similar to, or a
colorable imitation of, the Licensed Mark in any jurisdiction anywhere
in the world, except with Licensor's prior written consent.
B. Other Marks. Licensee shall not use the Licensed Mark in conjunction
or in combination with any other trademark, service mark, corporate or
trade name without Licensor's prior written consent, except with
respect to any other trademark, service mark, corporate or trade name
with which the Licensee is currently using the Licensed Mark in
conjunction or combination.
C. Proper Use. Except as specifically authorized in this Agreement,
Licensee shall not use the Licensed Mark in any way that may impair
Licensor's right, title or interest in or to the Licensed Mark or
create confusion, deception or mistake of the purchasing public with
respect to the source or origin or standards of quality of any
products or services bearing the Licensed Mark.
-7-
D. Compliance with Laws. Licensee shall use the Licensed Mark only In a
manner that complies with the laws and regulations of the
jurisdictions in which it is used.
IX. DEFENSE OF INFRINGEMENT CLAIMS. Licensor agrees to defend Licensee and/or
any permitted sublicensee to the extent that any and all demands, suit, or
actions ("Claims") solely arise out of an assertion or claim that the use
of the Licensed Mark by Licensee or such sublicensees pursuant to the terms
of this Agreement infringes the trade names or trademarks of a third party,
provided, Licensee shall cooperate with, and assist, Licensor with respect
to any such Claim by (i) promptly notifying Licensor of any such Claim,
(ii) agreeing to be defended by counsel of Licensor's choice and to any
reasonable settlement proposed by Licensor, except that if a third party
should institute a legal action against Licensee and/or such sublicensee
involving their alleged infringement of a third party mark based on their
use of the Licensed Mark in the Business of Licensee then choice of counsel
and the control of the legal action shall be mutual between Licensee and
Licensor, (iii) promptly providing to Licensor any reasonably requested
documents in its possession, custody, or control, and (iv) making its
personnel familiar with the facts available to Licensor. The costs
associated with any such defense shall be borne equally by Licensor and
Licensee.
X. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, LICENSOR
SHALL NOT BE LIABLE TO LICENSEE, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY
DAMAGES IN EXCESS OF $ 10,000 OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY
OR INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS
RELATING TO THE SAME), ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR
THE LICENSED MARK, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF AN
AUTHORIZED REPRESENTATIVE OF LICENSOR IS ADVISED OF THE POSSIBILITY OR
LIKELIHOOD OF SAME. LICENSEE ACKNOWLEDGES AND AGREES THAT PAYMENT BY
LICENSOR OR THE RETENTION BY LICENSEE OF SUCH AMOUNT IS LIMITED BY THE
FOREGOING SENTENCE AND SHALL BE ITS SOLE AND EXCLUSIVE REMEDY IN EXHAUSTION
OF ALL OTHER REMEDIES UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AND THAT
SUCH REMEDY SHALL NOT BE DEEMED OR ALLEGED BY LICENSEE TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE.
XI. INDEMNIFICATION. Except for the Claims specifically provided for in Section
IX of this Agreement, Licensee agrees to indemnify and hold harmless
Licensor, its affiliates and its and their stockholders, directors,
officers, employees, agents and assignees harmless and shall pay all
losses, damages, fees, expenses or costs (including reasonable attorneys'
fees) incurred by them based upon any claim demand, suit or proceeding
alleging that Licensee's actions related to this Agreement violate any
rights of any third party or alleging any breach by Licensee of any of its
obligations herein. Licensor shall promptly notify Licensee of any such
-8-
claim, demand, suit or proceeding, and Licensee, upon written request by
Licensor, shall promptly defend and continue the defense of such claim,
demand, suit or proceeding at Licensee's expense. If Licensee fails to
undertake and continue such defense, Licensor shall have the right (but not
the obligation) to make and continue such defense as it considers
appropriate, and the expenses and costs thereof, including but not limited
to attorneys' fees, out-of-pocket costs and the costs of an appeal and bond
thereof, together with the amounts of any judgment rendered against
Licensor shall be paid by Licensee upon demand. Nothing herein shall
prevent Licensor from defending, if it so desires in its own discretion,
any such claim, demand, suit or proceeding at its own expense through its
own counsel, notwithstanding that the defense thereof may have been
undertaken by Licensee.
XII. GENERAL
A. Amendment and Waiver. This Agreement may be amended and any provision
of this Agreement may be waived, provided that any such amendment or
waiver will be binding only if such amendment or waiver is set forth
in a writing executed by Licensor and Licensee. No course of dealing
between or among any persons or entities having any interest in this
Agreement will be deemed effective to modify, amend or discharge any
part of this Agreement or any rights or obligations of any Party under
or by reason of this Agreement.
B. Notices. All notices, demands and other communications given or
delivered under this Agreement shall be in writing and shall be deemed
to have been given when personally delivered, mailed by first class
mail, return receipt requested, or delivered by express courier
service or telecopied (with hard copy to follow). Notices, demands and
communications shall, unless another address is specified in writing,
be sent to the address or telecopy number indicated below.
Notices to Licensor:
--------------------
ITT Sheraton Corporation
777 Westchester Avenue
White Plains, New York 10604
ATTN: Vice President & Associate General
Counsel - Intellectual Property
Facsimile: (914) 640-8277
Notices to Licensee:
-------------------
ITT Educational Services, Inc.
5975 Castle Creek Parkway N. Drive
P. O. Box 50466
Indianapolis, IN 46250-0466
-9-
ATTN: General Counsel
Telecopy: 317/594-4384
C. Binding Agreement Assignment. This Agreement and all of the provision
hereof shall be binding upon and inure to the benefit of each of the
Parties' successors and permitted assigns; provided, however, that
Licensee may not assign, transfer, encumber or grant to any third
party any interest in this Agreement or in any of its rights, duties
or obligations hereunder, by operation of law or otherwise, without
the prior written consent of Licensor. Notwithstanding the foregoing,
(i) Licensee may assign its rights and obligations hereunder to its
successor-in-interest as part of a merger or consolidation of Licensee
in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger as immediately before, and
(ii) Licensor may assign any of its rights and obligations hereunder,
including without limitation in connection with any merger, sale of
assets (whether or not as part of any sale of substantially all the
assets of Licensor or as part of any group of assets) or otherwise.
D. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining
provisions of this Agreement.
E. No Strict Construction. The language used in this Agreement shall be
deemed to be the language chosen by both Parties to express their
mutual intent, and no rule of strict construction shall be applied
against either Party.
F. Caption. The captions used in this Agreement are for convenience of
reference only and do not constitute a part of this Agreement and
shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement
shall be enforced and construed as if no caption had been used in this
Agreement.
G. Entire Agreement. This Agreement contains the entire agreement between
the Parties with respect to the subject matter hereof and supersedes
any previous understandings or agreements, whether written or oral, in
respect of such subject matter.
H. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
I. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed in
-10-
accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law provision
(whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than
the State of New York.
J. Parties in Interest. Nothing in this Agreement, express or implied, is
intended to confer on any person or entity other than the Licensor and
Licensee and their respective successors and permitted assigns any
rights or remedies under or by virtue of this Agreement, and no third-
party beneficiaries shall be deemed created hereby.
K. Survival. The obligations and the rights of the Parties under Sections
III.C and lV.B and under Articles VI, VII, IX, X, XI and XII shall
survive the expiration or termination of this Agreement for any
reason.
L. Required Approvals. Licensee shall obtain all necessary licenses,
permits and approvals of this Agreement required by any government or
governmental agency, at Licensee's sole cost and expense.
M. Compliance with Laws. Each of the Parties shall comply with all
applicable laws, rules, regulations and orders of the United States,
all other jurisdictions and any agency or court thereof
N. Relationship of Parties. Neither of the Parties shall act or represent
or hold itself out as having authority to act as an agent or partner
of the other Party, or in any way bind or commit the other Party to
any obligations. Any such act will create a separate liability in the
Party so acting to any and all third parties affected thereby. The
rights, duties, obligations and liabilities of the Parties shall be
several and not joint or collective, and nothing contained in this
Agreement in shall be construed as creating a partnership, joint
venture, agency, trust or other association of any kind, each Party
being individually responsible only for its obligations as set forth
in this Agreement.
O. Further Assurances. Each Party agrees to execute such other documents
and take all such actions as the other Party may reasonably request to
effect the terms of this Agreement.
* * * * * *
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
-11-
ITT SHERATON CORPORATION ITT EDUCATIONAL SERVICES, INC.
By: /s/ James D. Latham By: /s/ Clark D. Elwood
--------------------- ---------------------------------
Name: James D. Latham Name: Clark D. Elwood
-------------------- -------------------------------
Title: Sr. Vice President Title: Senior Vice President, General
------------------- ------------------------------
Counsel and Secretary
-12-
EXHIBIT A
---------------------------
ITT
---------------------------
-13-