Exhibit 9(b)
LICENSE AGREEMENT
This License Agreement dated as of December __, 1997, by and between
LaSalle Partners Incorporated, a _______ corporation ("Licensor"), and LaSalle
Partners Master Trust, a Delaware business trust ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensee has retained an affiliate of Licensor to provide
investment management services to Licensee; and
WHEREAS, Licensee desires to use the trademark "LaSalle Partners" (the
"Xxxx") in its corporate name and business and Licensor is willing to permit the
use of the Xxxx by Licensee subject to the terms and conditions set forth
herein;
NOW THEREFORE, it is hereby agreed between the parties hereto as follows:
1. License. Subject to the terms of this Agreement, Licensor grants to
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Licensee a non-exclusive, non-transferable license (the "License") to use the
Xxxx in Licensee's corporate name and in connection with its lawful business
activities as a registered open-end management investment company, and for no
other purpose. THE XXXX IS LICENSED "AS IS", WITHOUT ANY WARRANTY, INCLUDING
ANY WARRANTY OF TITLE AND NON-INFRINGEMENT.
2. Use of Xxxx. Licensee agrees and warrants to Licensor that it shall
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not at any time use the Xxxx in connection with the sale of, or offer to sell,
any security in violation of applicable federal and state laws and regulations.
Licensee acknowledges and agrees that Licensor may license, use or grant to any
other person or entity the right to use the Xxxx in any form, alone or in
association with any other name or Xxxx, in connection with the business of
another investment company, or for any other purpose whatsoever.
3. Infringements. Licensee agrees to notify Licensor promptly of any
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potential infringements of the Xxxx by third parties which come to its
attention. Licensor retains the exclusive right and discretion to determine
what constitutes an infringement and to decide whether to take or defend legal
action. Licensee agrees to cooperate fully in any such undertaking, and
Licensor shall maintain complete control over the action.
4. Termination. The License shall terminate: (i) upon 30 days' written
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notice by Licensor to Licensee with or without cause; (ii) automatically if
Licensee shall become insolvent, make a general assignment for the benefit of
creditors, suffer or permit the appointment of a receiver for its business or
assets, become the subject of any proceeding under any bankruptcy or insolvency
law whether domestic or foreign, or have wound up its business or liquidated,
whether voluntarily or otherwise; (iii) automatically in the event that Licensor
or its affiliates or subsidiaries shall cease to be the investment manager to
Licensee; or (iv) automatically in the
event of a court or other governmental order directing Licensor or Licensee to
cease use of the Xxxx. Upon termination of the License, Licensee shall cease and
desist from all use of the Xxxx in any way and shall, within ten days thereof,
file all necessary documents to change its corporate name and cancel all assumed
and fictitious or trade name filings in all jurisdictions.
5. Ownership of the Xxxx. Licensee acknowledges Licensor's exclusive
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right, title and interest in and to the Xxxx and any registration that has
issued or may issue thereon, 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 such right,
title and interest. Licensee further agrees to take all appropriate action,
including the use of recognized symbols and abbreviations, to evidence
Licensor's ownership of the Xxxx.
6. Notices. Any notice or other communication shall be deemed
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sufficiently given if given in writing and delivered in person or mailed by
first class mail, postage prepaid, addressed as follows:
If to Licensor:
LaSalle Partners Incorporated
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Secretary
If to Licensee:
LaSalle Partners Master Trust
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Secretary
7. Governing Law. This Agreement shall be governed by and construed
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under the laws of the State of Maryland, without giving effect to the conflict
of laws provisions thereof.
8. Miscellaneous. If any provision of this Agreement shall be held or
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made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be affected thereby. The title of this Agreement and the headings of
the sections herein are for convenience of the parties only, and are not
intended to be part of or affect the meaning or interpretation of this
Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the matters referred to herein, and no other agreement,
verbal or otherwise, shall be binding as between the parties. No failure or
delay on the part of any party hereto in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any
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other right, power or remedy. Any waiver granted hereunder must be in writing
and shall be valid only in the specific instance in which given.
9. Limitation of Liability. Licensor expressly acknowledges the
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limitation of liability set forth in the Agreement and Declaration of Trust of
Licensee. Licensor agrees that the obligations assumed by Licensee pursuant to
this Agreement shall be limited in any case to the assets of Licensee and
Licensor shall not seek satisfaction of any such obligations from the
shareholders, trustees or officers of Licensee, or any of them.
IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.
Attest: LA SALLE PARTNERS INCORPORATED
_______________________ By: __________________________
Attest: LA SALLE PARTNERS MASTER TRUST
_______________________ By: __________________________
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