Exhibit 10.12
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NAME LICENSING AGREEMENT
BETWEEN
ALLSTATE INSURANCE COMPANY
AND
ALLSTATE LIFE GLOBAL FUNDING
DATED AS OF -, 2003
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TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS .........................................................1
SECTION 1.1. DEFINITIONS ...................................................1
SECTION 1.2. OTHER DEFINITIONAL PROVISIONS .................................2
ARTICLE 2 GRANT OF LICENSE; INDEPENDENT CONTRACTORS ...........................2
SECTION 2.1. GRANT OF LICENSE ..............................................2
SECTION 2.2. INDEPENDENT CONTRACTORS .......................................2
ARTICLE 3 AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE .........................2
SECTION 3.1. AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE ...................2
ARTICLE 4 INFRINGEMENT PROCEEDINGS ............................................4
SECTION 4.1. NOTIFICATION OF UNAUTHORIZED USE ..............................4
SECTION 4.2. PAYMENTS FOR DAMAGES ..........................................4
ARTICLE 5 TERM AND TERMINATION ................................................4
SECTION 5.1. TERM ..........................................................4
SECTION 5.2. AUTOMATIC TERMINATION .........................................4
SECTION 5.3. IMMEDIATE TERMINATION .........................................5
SECTION 5.4. TERMINATION ON NOTICE .........................................5
ARTICLE 6 EFFECT OF TERMINATION ...............................................5
SECTION 6.1. CHANGE OF LICENSEE MARKS ......................................5
SECTION 6.2. LICENSEE COOPERATION ..........................................5
SECTION 6.3. RIGHTS IN LICENSED MARKS ......................................5
ARTICLE 7 MISCELLANEOUS .......................................................5
SECTION 7.1. ENFORCEMENT ...................................................5
SECTION 7.2. SEVERABILITY ..................................................5
SECTION 7.3. ENTIRE AGREEMENT ..............................................6
SECTION 7.4. AMENDMENT OF NAME LICENSING AGREEMENT .........................6
SECTION 7.5. GOVERNING LAW .................................................6
SECTION 7.6. CONSENT TO JURISDICTION .......................................6
SECTION 7.7. WAIVER OF JURY TRIAL ..........................................6
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SECTION 7.8. NO WAIVER 6
SECTION 7.9. REMEDIES CUMULATIVE 6
SECTION 7.10. NOTICES 7
SECTION 7.11. COUNTERPARTS 7
SECTION 7.12 LIMITATION OF DELAWARE TRUSTEE LIABILITY
APPENDIX A LICENSED MARKS A-1
ii
THIS
NAME LICENSING AGREEMENT dated as of -, 2003 (this "
NAME LICENSING
AGREEMENT"), is entered into between Allstate Insurance Company ("LICENSOR"), an
Illinois stock insurance company, and Allstate Life Global Funding ("LICENSEE"),
a statutory trust organized under the laws of the State of Delaware.
WHEREAS, Licensor is the owner of the Licensed Marks (as defined below);
WHEREAS, Licensee desires to use the Licensed Marks and use Allstate as
part of its company name; and
WHEREAS, Licensor and Licensee wish to formalize the agreement between them
regarding Licensee's use of the Licensed Marks;
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Name Licensing Agreement and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. DEFINITIONS. The following terms, as used herein, have the
following meanings:
"AMENDED AND RESTATED TRUST AGREEMENT" means that certain Amended and
Restated Trust Agreement dated as of - , 2003, pursuant to which Licensee is
created, as the same may be amended, restated, modified, supplemented or
replaced from time to time.
"LICENSED MARKS" shall include all marks listed on Appendix A attached
hereto as the same may be amended, restated, modified, supplemented or replaced
from time to time.
"LICENSED SERVICES" means the activities necessary to accomplish all
purposes of Licensee as set forth in the Amended and Restated Trust Agreement.
"LICENSEE" means Allstate Life Global Funding, a statutory trust organized
under the laws of the State of Delaware.
"LICENSOR" means Allstate Insurance Company, an
Illinois stock insurance
company, and its successors.
"PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, limited liability company, joint
venture, association, company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and governments and agencies and political subdivisions thereof.
"TERRITORY" shall mean worldwide.
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SECTION 1.2. OTHER DEFINITIONAL PROVISIONS. For all purposes of this
Name
Licensing Agreement except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms defined in this Article shall have the meanings ascribed to
them in this Article and shall include the plural as well as the
singular;
(b) the words "include", "includes" and "including" shall be construed to
be followed by the words "without limitation";
(c) Article and Section headings are for the convenience of the reader and
shall not be considered in interpreting this
Name Licensing Agreement
or the intent of the parties to this
Name Licensing Agreement;
(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this
Name Licensing Agreement as a whole and
not to any particular Article, Section, Appendix or other subdivision;
and
(e) references herein to Articles, Sections and Appendices shall, unless
otherwise specified, refer respectively to Articles, Sections and
Appendices hereof.
ARTICLE 2
GRANT OF LICENSE; INDEPENDENT CONTRACTORS
SECTION 2.1. GRANT OF LICENSE. Licensor hereby grants to Licensee for the
term of this
Name Licensing Agreement a nonexclusive, nontransferable right and
license to use the Licensed Marks for the Licensed Services within the
Territory. Licensor is not representing that it has rights with respect to
Licensed Marks or the Licensed Marks in every jurisdiction within the Territory.
SECTION 2.2. INDEPENDENT CONTRACTORS. Licensor and Licensee are independent
contractors and are not, and shall not, represent themselves as principal and
agent, partners or joint venturers.
ARTICLE 3
AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE
SECTION 3.1. AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE. Licensee
acknowledges and agrees that:
(a) Licensor is the sole owner of the Licensed Marks;
(b) Licensee shall do nothing inconsistent with the ownership of the
Licensed Marks by Licensor;
(c) all use of the Licensed Marks by Licensee shall inure only to the
benefit of and be on behalf of Licensor;
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(d) Licensee shall assist Licensor in executing any additional documents
that may be necessary or desirable to effect the protection of
Licensor's interests in Licensed Marks, including, but not limited to,
the execution of any and all documents required by governmental
agencies in order to register or maintain trademark and service xxxx
registrations; in addition, Licensee shall not oppose Licensor's
registration of the Licensed Marks nor take action that jeopardizes
Licensor's rights in Licensed Marks;
(e) nothing in this Name Licensing Agreement shall give Licensee any
right, title or interest in Licensed Marks other than the license
granted in this Name Licensing Agreement;
(f) Licensee shall not attack or challenge in any way Licensor's rights in
and to Licensed Marks or the validity or enforceability of this Name
Licensing Agreement;
(g) Licensee shall not assign any of the rights granted under this Name
Licensing Agreement without the prior express written consent of
Licensor;
(h) Licensee shall not grant to any Person a right and license to use the
Licensed Marks without the prior express written consent of Licensor;
(i) Licensee shall not use any Licensor's Xxxx not covered by this Name
Licensing Agreement which is the property or is claimed as the
property of Licensor or Licensor's subsidiaries or affiliates, except
with the prior express written consent of Licensor;
(j) Licensee shall comply with all applicable law, rules and regulations
pertaining to its business;
(k) Licensor has the sole and exclusive right to control the appearance of
the Licensed Marks, including the quality of the xxxx in the Licensed
Marks;
(l) the nature and quality of the business conducted by Licensee under the
Licensed Marks, and all related advertising, promotional and other
uses of Licensed Marks by Licensee shall conform to standards set by
and under the control of Licensor and communicated to Licensee from
time to time;
(m) except as otherwise agreed in writing by Licensor from time to time,
Licensee shall submit to - of Licensor for Licensor's prior approval
representative samples of all proposed materials bearing the Licensed
Marks, to the extent that such materials are not contained in the
Registration Statement on Form S-3 (File No. 333--), as amended and
the exhibits thereto;
(n) Licensor shall have the right to inspect, upon reasonable notice, the
business facilities of Licensee and to request submission of written
materials at any time during the term of this Name Licensing Agreement
so that Licensor may
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satisfy itself that quality standards are being appropriately complied
with and will immediately modify or discontinue any use of Licensed
Marks that Licensor deems not to be in compliance with its quality
standards;
(o) the standards of conduct of Licensee's business shall be equivalent to
the high standards of quality and ethics characteristic of the
businesses conducted by Licensor;
(p) the value and goodwill of the Licensed Marks accrues solely to
Licensor; and
(q) Licensee will not act or use Licensed Marks in any manner which may,
in Licensor's judgment, be in bad taste, be inconsistent with
Licensor's public image or which may in any way disparage Licensor or
its reputation including, but not limited to, types and placement of
advertising, or take any action which will harm or jeopardize the
Licensed Marks or Licensor's ownership thereof.
ARTICLE 4
INFRINGEMENT PROCEEDINGS
SECTION 4.1. NOTIFICATION OF UNAUTHORIZED USE. Licensee agrees to promptly
notify Licensor of any unauthorized use of any of Licensed Marks as such
unauthorized use comes to Licensee's attention. Licensor shall have the sole
right and discretion to take any action relating to Licensed Marks; PROVIDED,
that Licensee agrees to cooperate fully, should Licensor decide to take any such
action.
SECTION 4.2. PAYMENTS FOR DAMAGES. If infringement proceedings result in an
award of damages or the payment of any sums to Licensor, any such damages or
payments shall belong solely to Licensor.
ARTICLE 5
TERM AND TERMINATION
SECTION 5.1. TERM. This Name Licensing Agreement shall continue in force
and effect for so long as Licensee continues to exist in accordance with the
terms of the Amended and Restated Trust Agreement, unless it is sooner
terminated as provided for in this Name Licensing Agreement.
SECTION 5.2. AUTOMATIC TERMINATION. This Name Licensing Agreement shall
automatically terminate upon the happening of any of the following events:
(a) Licensee is ordered or adjudged bankrupt, is placed under the
supervision of a receiver, or enters into any scheme or composition
with creditors to make an assignment for the benefit of creditors;
(b) any assets of Licensee are seized or attached in conjunction with any
action against Licensee by a third party; or
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(c) any of the assets of Licensee are seized or appropriated by any
governmental authority, whether or not compensation for such action is
offered to Licensee.
SECTION 5.3. IMMEDIATE TERMINATION. Licensor shall have the right, but not
the obligation, to immediately terminate this Name Licensing Agreement and all
rights granted under this Name Licensing Agreement in the event that Licensee
(a) ceases to conduct business as a statutory trust, (b) breaches any of its
representations, agreements, covenants and undertakings in this Name Licensing
Agreement, (c) fails to comply with laws, rules and regulations applicable to it
or the conduct of its business to the complete satisfaction of Licensor, (d)
acts in a manner that impugns Licensor's reputation or (e) uses the Licensed
Marks in a manner that is inconsistent with or beyond the scope of the license
granted herein.
SECTION 5.4. TERMINATION ON NOTICE. Licensor may terminate this Name
Licensing Agreement without cause upon the provision of ten days' prior written
notice to Licensee.
ARTICLE 6
EFFECT OF TERMINATION
SECTION 6.1. CHANGE OF LICENSEE MARKS. Upon termination of this Name
Licensing Agreement, Licensee agrees to immediately change Licensee's name as to
not include any Licensed Marks, and to discontinue and not to use in the future
any of the Licensed Marks, any trade name incorporating any of the Licensed
Marks, or any terms confusingly similar to any of Licensed Marks.
SECTION 6.2. LICENSEE COOPERATION. Upon termination of this Name Licensing
Agreement, Licensee agrees to cooperate fully with Licensor to amend or cancel
any governmental recordations or approvals pertaining to any tradenames,
trademarks or servicemarks which consist of or include any of Licensed Marks.
SECTION 6.3. RIGHTS IN LICENSED MARKS. Upon termination of this Name
Licensing Agreement, any and all rights in the Licensed Marks heretofor granted
to Licensee and the goodwill connected therewith shall remain the property of
Licensor.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1. ENFORCEMENT. The parties agree that any breaches of this Name
Licensing Agreement shall cause irreparable injury to the nonbreaching party and
that an injunction shall be an appropriate remedy.
SECTION 7.2. SEVERABILITY. In the event any provision of, or obligation
under, this Name Licensing Agreement shall be invalid, illegal or unenforceable,
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby to the
fullest extent permitted under applicable law.
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SECTION 7.3. ENTIRE AGREEMENT. This Name Licensing Agreement constitutes
the entire agreement between the parties hereto relating to the subject matter
of this Name Licensing Agreement, and supersedes all previous agreements between
the parties, whether written or oral.
SECTION 7.4. AMENDMENT OF NAME LICENSING AGREEMENT. Any amendments,
modifications, restatements, supplements or replacements of this Name Licensing
Agreement, or waivers or consents to this Name Licensing Agreement, shall be in
writing signed by the parties.
SECTION 7.5. GOVERNING LAW. This Name Licensing Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Illinois, without
regard to its choice of law principles.
SECTION 7.6. CONSENT TO JURISDICTION. Each party to this Name Licensing
Agreement submits to the nonexclusive jurisdiction of the United States Federal
court located in Xxxx County,
Illinois, for purposes of any legal proceeding
arising out of or relating to this Name Licensing Agreement or the transactions
contemplated by this Name Licensing Agreement. Each party to this Name Licensing
Agreement irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each party to
this Name Licensing Agreement consents to process being served in any suit,
action or proceeding with respect to this Name Licensing Agreement, or any
document delivered pursuant to this Name Licensing Agreement by the mailing of a
copy thereof by registered or certified mail, postage prepaid, return receipt
requested, to its respective address specified at the time for notices under
this Name Licensing Agreement or to any other address of which it shall have
given written notice to the other party. The foregoing shall not limit the
ability of any party to this Name Licensing Agreement to bring suit in the
courts of any other jurisdiction.
SECTION 7.7. WAIVER OF JURY TRIAL. Each of the parties to this Name
Licensing Agreement irrevocably waives any and all right to a trial by jury with
respect to any legal proceeding arising out of or relating to this Name
Licensing Agreement or any claims or transactions in connection with this Name
Licensing Agreement. Each of the parties to this Name Licensing Agreement hereby
acknowledges that such waiver is made with full understanding and knowledge of
the nature of the rights and benefits waived hereby.
SECTION 7.8. NO WAIVER. No failure on the part of Licensor to exercise, and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Name Licensing Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof or the exercise of any
other right, power or privilege operate as such a waiver.
SECTION 7.9. REMEDIES CUMULATIVE. No right, power or remedy of Licensor
under this Name Licensing Agreement shall be exclusive of any other right, power
or remedy, but
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shall be cumulative and in addition to any other right, power or remedy
thereunder or existing by law or in equity.
SECTION 7.10. NOTICES. All notices, demands, or other communications
required or permitted to be given under this Name Licensing Agreement shall be
given in writing by delivering the same against receipt thereof by facsimile
transmission (confirmed by registered or certified mail, postage prepaid, return
receipt requested), or by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of a confirmation, if sent by facsimile):
If to Licensor: Allstate Insurance Company
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: -
Facsimile: -
If to Licensee: Allstate Life Global Funding
c/o AMACAR Pacific Corp.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: President
Facsimile: (000) 000-0000
or at such other address as shall be designated by any party in a written notice
to the other party.
SECTION 7.11. COUNTERPARTS. This Name Licensing Agreement and any
amendments, modifications, restatements, supplements and/or replacements of this
Name Licensing Agreement, or waivers or consents to this Name Licensing
Agreement, may be executed in any number of counterparts, and by different
parties to this Name Licensing Agreement in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which counterparts, when taken together shall constitute one and the
same instrument. This Name Licensing Agreement shall become effective upon the
execution of a counterpart by each of the parties.
SECTION 7.12 LIMITATION OF DELAWARE TRUSTEE LIABILITY.
Notwithstanding any provision of this Name Licensing Agreement to the
contrary, it is expressly understood and agreed by the parties that (a) this
Name Licensing Agreement is executed and delivered by Wilmington Trust
Company (The "Delaware Trustee") not individually or personally, but solely
as trustee, as applicable, in the exercise of the powers and authority
conferred and vested in it, pursuant to the Amended and Restated Trust
Agreement for the Licensee, (b) each of the representations, undertakings
and agreements in this Name Licensing Agreement made on the part of the
Licensee is made and intended not as personal representations, undertakings and
agreements by the Delaware Trustee but is made and intended for the purpose of
binding only the Licensee, (c) nothing contained in this Name Licensing
Agreement shall be construed as creating any liability on the Delaware Trustee,
individually or personally, to perform any covenant either expressed or implied
contained in this Name Licensing Agreement, all such liability, if any, being
expressly waived by the parties to this Name Licensing Agreement and by any
person claiming by, through or under the parties to this Name Licensing
Agreement, and (d) under no circumstances shall the Delaware Trustee be
personally liable for the payment of any indebtedness or expenses of the
Licensee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Licensee under
this Name Licensing Agreement of any other related documents.
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IN WITNESS WHEREOF, the parties have caused this Name Licensing Agreement to be
executed by duly authorized representatives on the date first written above.
ALLSTATE INSURANCE COMPANY
By: -------------------------------------------
Name:
Title:
ALLSTATE LIFE GLOBAL FUNDING
By: Wilmington Trust Company, not in its
individual capacity, but solely as Delaware
Trustee
By: -------------------------------------------
Name:
Title:
APPENDIX A
LICENSED MARKS
- Allstate
- Allstate Life
- [ALLSTATE(SM) LOGO]
A-1
