EXHIBIT (h)(25)(a)
Agreement with respect to
Trademarks and Fund Names
(a) A I M Management Group Inc. ("AIM" or "licensor"), an affiliate of AIM
Variable Insurance Funds, Inc. ("AVIF") and A I M Distributors, Inc. ("AIM"),
owns all right, title and interest in and to the name, trademark and service
mark "AIM" and such other tradenames, trademarks and service marks as may be
set forth on Schedule A (the "AIM licensed marks" or the "licensor's licensed
marks"), as amended from time to time by written notice from AIM to The United
States Life Insurance Company in the City of New York ("Life Company") and is
authorized to use and to license other persons to use such marks. Life Company
and its affiliates are hereby granted a non-exclusive license to use the AIM
licensed marks in connection with Life Company's performance of the services
contemplated under the Participation Agreement among AVIF, AIM, Life Company
and American General Securities Incorporated (the "Participation Agreement")
subject to the terms and conditions set forth in this Agreement.
(b) The grant of license to Life Company and its affiliates ( the
"licensee") shall terminate automatically upon termination of the Participation
Agreement pursuant to Section 6.1 thereof. Upon automatic termination, the
licensee shall cease to use the licensor's licensed marks, except that Life
Company shall have the right to continue to service any outstanding Contracts
bearing any of the AIM licensed marks. Upon AIM's elective termination of this
license, Life Company and its affiliates shall immediately cease to issue any
new annuity or life insurance contracts bearing any of the AIM licensed marks
and shall likewise cease any activity which suggests that it has any right
under any of the AIM licensed marks or that it has any association with AIM,
except that Life Company shall have the right to continue to service
outstanding Contracts bearing any of the AIM licensed marks.
(c) The licensee shall obtain the prior written approval of the licensor or
AVIF for the public release by such licensee of any materials bearing the
licensor's licensed marks. Such approvals shall not be unreasonably withheld.
(d) During the term of this grant of license, a licensor may request that a
licensee submit samples of any materials bearing any of the licensor's licensed
marks which were previously approved by the licensor but, due to changed
circumstances, the licensor may wish to reconsider. If, on reconsideration, or
on initial review, respectively, any such samples fail to meet with the written
approval of the licensor, then the licensee shall immediately cease
distributing such disapproved materials. The licensor's approval shall not be
unreasonably withheld, and the licensor, when requesting reconsideration of a
prior approval, shall assume the reasonable expenses of withdrawing and
replacing such disapproved materials. The licensee shall obtain the prior
written approval of the licensor for the use of any new materials developed to
replace the disapproved materials, in the manner set forth above.
(e) The licensee hereunder: (i) acknowledges and stipulates that, to the
best of the knowledge of the licensee, the licensor's licensed marks are valid
and enforceable trademarks and/or service marks and that such licensee does not
own the licensor's licensed marks and claims no rights therein other than as a
licensee under this Agreement; (ii) agrees never to contend otherwise in legal
proceedings or in other circumstances; and (iii) acknowledges and
agrees that the use of the licensor's licensed marks pursuant to this grant of
license shall inure to the benefit of the licensor.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers
signing below.
A I M MANAGEMENT GROUP INC.
Attest:
-------------------- By: --------------------
Name:
-------------------- Name: --------------------
Title:
-------------------- Title: --------------------
AIM VARIABLE INSURANCE FUNDS, INC.
Attest:
-------------------- By: --------------------
Name:
-------------------- Name: --------------------
Title:
-------------------- Title:--------------------
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
Attest:
-------------------- By: --------------------
Name:
-------------------- Name: --------------------
Title:
-------------------- Title:--------------------
AMERICAN GENERAL SECURITES INCORPORATED
Attest:
-------------------- By: --------------------
Name:
-------------------- Name: --------------------
Title:
-------------------- Title:--------------------
SCHEDULE A
.. AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. International Equity Fund
AIM V.I. Value Fund
.. AIM and Design
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