Exhibit (h)(3)
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "AGREEMENT") is entered into as of
________, 2006, by and between Xxx Xxx Associates Corporation, a Delaware
corporation with offices at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("XXX
XXX"), and Market Vectors ETF Trust(the "LICENSEE").
WHEREAS, Xxx Xxx, through licenses with index providers (each an "INDEX
PROVIDER"), has the right to license the indexes, trademarks and service marks
(the "INDEXES AND MARKS") listed in Schedule A, for use in connection with the
exchange-traded fund products listed in Exhibit A (the "PRODUCTS"); and further
WHEREAS, Licensee desires to use the Indexes and Marks in connection
with the distribution of the Products and Xxx Xxx is willing to grant Licensee a
license for such use.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, and for good and valuable consideration set forth in the
Agreement, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. GRANT OF LICENSE. Xxx Xxx grants Licensee a non-exclusive,
non-transferable right and license to use and refer to the Indexes and Marks in
connection with the creation, issuance, trading and marketing of the Products
pursuant to the terms and conditions of this Agreement.
2. OWNERSHIP AND VALIDITY. Licensee acknowledges Index Providers'
ownership of the entire right, title and interest in and to the Indexes and
Marks and Licensee's use shall inure to the sole benefit of the applicable Index
Provider.
3. OBLIGATION. The Sub-Licensee acknowledges that it has received and
read a copy of the License Agreement and agreed to be bound by the provisions
thereto other than the obligations to pay fees, which shall be paid by the
Licensor.
4. TERM. This Agreement shall become effective upon the execution of
this Agreement by both parties and remain in effect unless terminated by either
party as provided herein.
5. TERMINATION. Licensee may terminate this Agreement upon sixty (60)
days' prior written notice to Xxx Xxx. Xxx Xxx may terminate this Agreement upon
sixty (60) days' prior written notice to Licensee or immediately upon Licensee's
breach of this Agreement.
6. ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement and
the understanding between the parties. No modification or amendment of this
Agreement shall be valid or binding unless made in writing and signed on behalf
of the parties by their duly authorized officers or representatives.
7. EXECUTION. This Agreement may be executed simultaneously with any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8. GENERAL PROVISIONS.
(a) A party may not assign this Agreement and/or any of its rights
and/or obligations hereunder, except to an affiliate or successor in interest,
without the prior written consent of the other party, and any attempted
assignment by a party requiring the
consent of the other party which is made by the assigning party without the
other party's prior consent shall be null and void.
(b) No change in, addition to or waiver of any of the provisions of
this Agreement shall be binding upon either party unless in writing signed by an
authorized representative of such party. No waiver by either party of any breach
by the other party of any of the provisions of this Agreement shall be construed
as a waiver of that or any other provision on any other occasion.
(c) This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
regard to its conflict of law provisions.
(d) In the event any one or more of the provisions of this Agreement
shall be determined by a court of competent jurisdiction to be invalid, illegal
or unenforceable, the remaining provisions of this Agreement shall remain in
effect and the Agreement shall be read as though the offending provision had not
been written or as the provision shall be determined by such court to be read.
IN WITNESS WHEREOF, Xxx Xxx and Licensee have caused this Agreement to
be duly executed on their behalf in the manner legally binding upon them.
XXX XXX ASSOCIATES CORPORATION
Signature: _________________________
By:
Title:
MARKET VECTORS ETF TRUST
Signature: ________________________
By;
Title:
EXHIBIT A
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Market Vectors--Gold Miners ETF
SCHEDULE A
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