EXHIBIT 10.11
Patent License Agreement
between
Ryder TRS, Inc.
and
Ryder Truck Rental, Inc.
October 17, 1996
TABLE OF CONTENTS
-----------------
1. Definitions.......................................... 1
2. Grant of Rights...................................... 4
3. Term................................................. 4
4. Patent Ownership and Protection...................... 5
5. Infringement and Defense............................. 5
6. Independent Contractor............................... 7
7. Indemnification...................................... 7
8. Default and Termination.............................. 8
9. Obligation Upon Termination or Expiration............ 9
10. Amendments and Waivers.............................. 10
11. Assignment.......................................... 10
12. Entire Agreement.................................... 10
13. Survival............................................ 11
14. Counterparts; Facsimile Signatures.................. 11
15. Notices............................................. 11
16. Dispute Resolution; Governing Law and Jurisdiction.. 12
17. Bankruptcy.......................................... 13
18. Severability........................................ 13
19. Interpretation; Absence of Presumption.............. 13
PATENT LICENSE AGREEMENT
This Agreement is entered into and effective on this 17th day of
October, 1996 by and between Ryder TRS, Inc. (f/k/a RCTR Holdings,, Inc.), a
Delaware corporation with its principal place of business at ▇▇▇▇ ▇.▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter "Licensor") and Ryder Truck Rental,
Inc., a Florida corporation with its principal place of business at ▇▇▇▇ ▇.▇.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter "Licensee").
WHEREAS, Licensor and Licensee are parties to an Asset Purchase Agreement dated
September 19, 1996 (the "Asset Purchase Agreement") under which Licensor has
purchased certain assets and businesses from Licensee and under which the
parties have agreed that Licensee will be granted a license to use certain
patents.
NOW, THEREFORE, in consideration of the rights and obligations set forth herein
and in the Asset Purchase Agreement, the adequacy of which is hereby
acknowledged, the parties agree as follows:
1. Definitions.
-----------
The following terms, when used in this Agreement, shall have the
respective meanings set forth in this Section 1.
1.1 Accessories. The term "Accessories" shall mean hand trucks, moving
-----------
dollies, furniture pads and similar accessory items owned by Licensee and used
for the Rental Business.
1.2 Agreement. The term "Agreement" shall have the meaning set forth in
---------
the first paragraph hereof.
1.3 Asset Purchase Agreement. The term "Asset Purchase Agreement" shall
------------------------
have the meaning set forth in the second paragraph hereof.
1.4 Business. The term "Business" shall mean the Rental Business and
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the Move Management Business.
1.5 Division. The term "Division" shall mean Ryder Truck Rental, Inc.'s
--------
Consumer Truck Rental Division.
1.6 Heavy Duty Rentals. The term "Heavy Duty Rentals" shall mean rental
------------------
of trucks or other vehicles with a manufacturer's gross vehicle weight rating of
26,000 pounds or more.
1.7 Leasing. The term "Leasing" shall mean surrendering possession and
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the right to use a vehicle, for a period in excess of ninety days for
consideration, except
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under circumstances which satisfy the requirements of (a), (b) and (c) of
1.20 below. Furnishing a vehicle pursuant to a contract with a stated term of
ninety days or less which is extended or renewed and does not satisfy the
requirements of (a), (b) and (c) of 1.20 below shall be considered Leasing.
1.8 Licensed Field of Use. The term "Licensed Field of Use" shall mean any
---------------------
business other than One-Way Consumer Rental Business, One-Way Light Commercial
Rental Business and Move Management Business.
1.9 Licensed Products. The term "Licensed Products" shall mean any product
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covered by one or more claims of the Patents.
1.10 Light Commercial Rental Business. The term "Light Commercial Rental
--------------------------------
Business" shall mean (a) the rental of Light Duty Trucks within the Territory
for the transport of goods within the Territory for a business purpose, and (b)
in connection therewith, (i) any rental of Accessories or Towing Equipment, (ii)
any sale of Protection Products, and (iii) any sale of boxes or other moving
supplies (e.g., rope, tape, bubble wrap, locks and similar moving supplies).
The term "One-Way Light Commercial Rental Business" shall mean Light Commercial
Rental Business where the Light Duty Truck is picked up at one rental office and
dropped off at another rental office more than 35 miles from the rental office
where such Light Duty Truck was picked up. The term "Local Light Commercial
Rental Business" shall mean Light Commercial Rental Business where the Light
Duty Truck is picked up and dropped off at the same rental office or another
rental office within 35 miles.
1.11 Light Duty Trucks. The term "Light Duty Trucks" shall mean trucks
-----------------
(excluding refrigerated trucks and stake trucks) owned by Licensee (or leased by
Licensee from affiliates of Licensee) with a manufacturer's gross vehicle weight
rating of less than 26,000 pounds.
1.12 Local Consumer Rental Business. The term "Local Consumer Rental Business"
------------------------------
shall mean (a) the rental of Light Duty Trucks within the Territory to
individuals for the transport of goods within the Territory for a non-business
purpose, which Light Duty Trucks are returned to the original renting office,
and (b) in connection therewith, (i) any rental of Accessories or Towing
Equipment, (ii) any sale of Protection Products, and (iii) any sale of boxes or
other moving supplies (e.g., rope, tape, bubble wrap, locks and similar moving
supplies).
1.13 Move Management Business. The term "Move Management Business" shall mean
------------------------
(a) providing moving management services to corporate and other business
customers for the purpose of arranging the (i) packing, loading, and/or movement
of the household goods of their employees/members (or future employees/members)
who are relocating to take a position (or a different position) with the
customer or (ii) rental of a Light Duty Truck to such employee/member so that
he/she can transport his/her own household goods, (b) arranging such services
directly for individuals, (c) offering to
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individuals for whom such moves or rentals are arranged, real estate brokerage
referrals and/or certain assistance as a mortgage broker, and (d) providing the
following employee/member relocation services for corporate and other business
customers; (i) offering tax gross-up services to reflect the impact of the
individuals' move, and corporate relocation and relocation policy consulting
services, mortgage brokerage, and (ii) through referral to third parties, home
finding, home buy out and equity funding, home purchase assistance, home
marketing, property resale and closing services, home inspections, interim
housing, spousal job assistance, and locating dependent care. In no event shall
a Person (as that term is defined in the Asset Purchase Agreement) be deemed to
be engaging in the Move Management Business due to performance of activities
which constitute or are included in the Light Commercial Rental Business or
Local Consumer Rental Business. Move Management Business shall not include
Leasing or Heavy Duty Rentals.
1.17 One-Way Consumer Rental Business. The term "One-Way Consumer Rental
--------------------------------
Business" shall mean (a) the rental of Light Duty Trucks within the Territory to
individuals for the transport of goods within the Territory for a non-business
purpose, which Light Duty Trucks are not returned to the original renting
office, and (b) in connection therewith, (i) any rental of Accessories or Towing
Equipment, (ii) any sale of Protection Products, and (iii) any sale of boxes or
other moving supplies (e.g., rope, tape, bubble wrap, locks and similar moving
supplies).
1.18 Patents. The term "Patents" shall mean the following U.S. patents and any
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reissues, extensions or reexaminations thereof: U.S. Patent No. 5,112,082, U.S.
Patent No. 5,069,497, U.S. Patent No. 5,076,639 and any patents that issue from
the United States Patent Application covering a LOW PROFILE LOADING RAMP (which
has been recorded in the United States Patent and Trademark Office at Reel 7841,
Frame 0495) and any continuations, continuations-in-part or divisions thereof.
1.19 Protection Products. The term "Protection Product" shall mean the risk
-------------------
assurances sold to customers of the Rental Business under the following names:
TowGuard Protection, Personal Accident and Cargo Protection, Supplemental
Liability Protection, Physical Damage Waiver and Limited Damage Waiver, and any
successor or other similar risk assurance arrangements made available to such
customers.
1.20 Rental. The term "rental," when used independently of any other defined
------
term, shall mean a surrender of possession and right to use a vehicle, for a
period of ninety days or less, for consideration. Such initial period of ninety
days or less may be extended/renewed for successive periods of ninety days or
less and still be considered a "rental" only if (a) the total period of
possession and use under such initial period and all extensions/renewals do not
exceed one year, (b) there is no significant penalty or vehicle purchase
obligation for failure to extend or renew, and (c) the vehicle is not identified
with the customer's name, color or logo (other than any legally required placard
indicating the identity of the customer).
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1.21 Territory. The term "Territory" shall mean the United States of America,
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its territories and possessions.
2. Grant of Rights.
---------------
2.1 Subject to the terms and conditions of this Agreement, Licensor hereby
grants to Licensee and its related or affiliated companies the non-exclusive
right and license, during the term of this Agreement, to make, have made, use,
offer for sale, sell and import Licensed Products in the Territory in the
Licensed Field of Use.
2.2 Licensee shall have the right to grant non-exclusive restricted sublicenses
of its Section 2.1 rights, provided, however, that the rights granted shall not
be inconsistent with or more extensive in scope or manner than Licensee's rights
under this Agreement or in violation of any other restriction imposed on
Licensee under any other agreements with Licensor.
2.3 Subject to the provisions of Section 2.2, Licensee will not sublicense or
grant any consents to use any of its rights or licenses hereunder. Licensee
will be directly liable to Licensor for any acts of sublicensees which violate
the terms of this Agreement and, within a reasonable period following execution
hereof, Licensee will incorporate the obligations of this Section in a written
instrument approved by Licensor, which instrument Licensee will require all
sublicensees following execution hereof to sign.
2.4 Licensor will not itself use or grant to any other party the right to use
the Patents in the Territory in connection with driver rental or leasing,
integrated logistics services, dedicated contract carriage, cartage, common or
contract carriage, Leasing or Heavy Duty Rentals.
2.5 Nothing herein shall prohibit Licensor from using or licensing another
party to use the Patents in any way which does not violate Section 2.4 hereof or
the Asset Purchase Agreement.
2.6 Licensor and Licensee acknowledge that all rights, licenses and privileges
not specifically granted herein are excluded from this Agreement.
3. Term.
----
This Agreement shall continue in full force and effect for the life of the last
to expire of the Patents ("Term"), unless sooner terminated pursuant to Section
8.
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4. Patent Ownership and Protection.
-------------------------------
4.1 Licensee acknowledges and agrees that Licensor is, and Licensor or its
successors or assigns shall remain, the owner of the Patents. Licensee shall
acquire no ownership interest in the Patents through this Agreement or
otherwise.
4.2 Licensee will fully cooperate with Licensor, at Licensor's expense, in
efforts to obtain, perfect and enforce Licensor's rights in the Patents.
4.3 Licensee will not do or permit to be done any action or thing which will in
any way impair Licensor's rights in and to the Patents.
4.4 Licensee will not contest or assist any other party in contesting the
validity of, enforceability of or Licensor's ownership of the Patents.
4.5 Upon Licensor's written request, Licensee shall ▇▇▇▇ all Licensed Products
manufactured or sold by or on behalf of Licensee after the date of this
Agreement with the patent numbers of the Patents claiming the inventions
embodied by such Licensed Products and that such patents are owned by Licensor.
4.6 Licensor shall be responsible for paying all maintenance fees associated
with the Patents. In the event Licensor elects not to pay any such maintenance
fees, it shall provide Licensee with prompt written notice of such election, in
no event later than ten (10) days before such maintenance fee is due. Licensee
shall have the right to pay any such maintenance fees not paid by Licensor.
4.7 Licensor shall have the option, at its expense, to prosecute the patent
application for the LOW PROFILE LOADING RAMP and any and all continuations,
continuations-in-part and divisions thereof.
5. Infringement and Defense.
------------------------
5.1 Licensor shall have the sole right to control the prosecution and
settlement of any action, suit or other proceeding (collectively, "Prosecution")
respecting any infringement of the Patents (hereinafter "Infringement"),
including, without limitation, the decision whether to initiate a Prosecution.
5.2 Licensor shall have the right to control the defense and settlement
(collectively "Defense") of any allegation or claim by a third party of
infringement of rights of such third party arising from Licensee's use of the
Patents or a claim by a third party of invalidity or unenforceability of any of
the Patents (collectively, "Claim") including, without limitation, the decision
whether to undertake a Defense, provided, however, that in the event Licensor
undertakes any Defense, Licensor shall promptly:
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(a) notify Licensee of any material developments with respect to such Defense;
(b) deliver to Licensee a copy of all pleadings, correspondence and other
material documents respecting such Defense; and
(c) notify Licensee of any offers of settlement related to such Defense which
it receives or which it proposes to make. Licensor shall not offer, or
accept any offer of a settlement that contains any material term or
condition (other than the receipt or payment of money by Licensor) which
would have a material adverse impact on Licensee's use of the Patents
without the prior written consent of Licensee, which consent shall be not
unreasonably withheld or delayed.
5.3 Licensee will promptly notify Licensor of any Claim or any Infringement
that comes to its attention. Licensor shall within thirty (30) days from the
date it receives notice from Licensee of a Claim or Infringement to notify
Licensee of its decision as to whether it will undertake the Defense or
Prosecution respecting such Claim or Infringement. If Licensor elects not to
undertake the Defense or does not give timely notice to Licensee of its decision
with regard thereto, Licensee shall be authorized to undertake the Defense of
such Claim or Prosecution of such Infringement (provided Licensee's Prosecution
will not, in Licensor's reasonable opinion, adversely effect Licensor's
ownership or use of the Patents); provided however, that Licensee will promptly:
(a) notify Licensor of any material developments with respect to such Defense
or Prosecution;
(b) deliver to Licensor a copy of all pleadings, correspondence and other
material documents respecting such Defense or Prosecution; and
(c) notify Licensor of any offers of settlement related to such Claim or
Infringement which it receives or which it proposes to make. Licensee
shall not offer, or accept any offer of, a settlement that contains any
material term or condition other than the receipt or payment of money by
Licensee without the prior written consent of Licensor, which consent shall
not be unreasonably withheld or delayed.
5.4 In the event Licensee undertakes any Defense or Prosecution, Licensor
reserves the right at any time to assume said Defense or Prosecution at its own
expense.
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If any Prosecution results in a monetary judgment in favor of Licensor or
Licensee, the parties will negotiate in good faith an appropriate allocation of
those proceeds, after reimbursement of all attorneys' fees and costs incurred in
connection with said Prosecution has been made to the party bearing such fees
and costs.
6. Independent Contractor.
----------------------
6.1 This Agreement does not create a fiduciary relationship between Licensor
and Licensee. Licensee shall be an independent contractor. Nothing in this
Agreement is intended to constitute either party an agent, legal representative,
subsidiary, joint venturer, partner, employee, franchisee, or servant of the
other for any purpose.
6.2 Nothing in this Agreement authorizes Licensee to make any contract,
agreement, warranty, or representation on Licensor's behalf, or to incur any
debt or other obligation in Licensor's name.
7. Indemnification.
---------------
7.1 Licensee shall indemnify and hold harmless Licensor, its successors and
assigns and each of their affiliates, officers, directors and employees from any
and all liabilities, losses, damages, claims, costs and expenses, interest,
awards, judgments and penalties (including reasonable attorneys' fees and
expenses) actually suffered or incurred by it, actually arising out of or
resulting from Licensee's failure to meet any of its obligations hereunder, or
any actual or alleged destruction of property, injury or death caused by
Licensee's use of the Patents in Licensed Products pursuant to this Agreement.
At its sole option, Licensor may require Licensee to defend Licensor against any
claim, using Licensee's own counsel that meets Licensor's approval.
7.2 Licensor shall indemnify and hold harmless Licensee, its successors and
permitted assigns and each of their affiliates, officers, directors and
employees from any and all liabilities, losses, damages, claims, costs and
expenses, interest, awards, judgments and penalties (including reasonable
attorneys fees and expenses) actually suffered or incurred by it, actually
arising out of or resulting from Licensor's failure to meet any of its
obligations hereunder.
7.3 Licensor shall not be liable or responsible in any manner to Licensee,
whether for indemnification or otherwise, except for indemnity as expressly
provided in this Section. Licensee acknowledges that Licensor is not making,
has not made and disclaims any representations or warranties including, without
limitation, any implied warranties whatsoever.
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8. Default and Termination.
-----------------------
8.1 Licensee shall be deemed to be in default under this Agreement, and this
Agreement and all rights granted hereunder will automatically terminate without
notice to Licensee, if any of the following events occur:
(a) If Licensee commences a voluntary case or other proceeding seeking
liquidation, rehabilitation, reorganization, conservatorship or other
relief for itself or its assets under bankruptcy, insolvency or other
similar laws, or seeking the appointment of a trustee, receiver or other
similar official for itself or any substantial part of its property, or
consents to any such relief in an involuntary case or proceeding commenced
against it, or makes a general assignment for the benefit of creditors, or
takes any corporate action to authorize any of the foregoing;
8.2 Licensee shall be deemed to be in default under this Agreement, and
Licensor may, at its option, immediately terminate this Agreement and all rights
granted hereunder upon notice to Licensee, if any of the following events occur:
(a) If there is any attempted assignment or sublicense of this Agreement or any
interest therein by Licensee, contrary to the terms hereof.
8.3 Licensee shall be deemed to be in default and Licensor may, at its option,
upon sixty (60) days written notice to Licensee terminate this Agreement and all
rights granted hereunder if any of the following events occur and Licensee fails
to cure the default within the sixty (60) day notice period:
(a) If Licensee breaches any of the covenants set forth herein; or
(b) If Licensee violates the competition provisions (Section 6.2) of the Asset
Purchase Agreement; or
(c) If any involuntary case or other proceeding is commenced against Licensee
seeking liquidation, rehabilitation, reorganization, conservatorship or
other relief with respect to it or to its assets under any bankruptcy,
insolvency or other similar law, or seeking the appointment of a trustee,
receiver or other similar official with respect to it or any substantial
part of its property.
8.4 Licensor shall be deemed to be in default under this Agreement, and this
Agreement will automatically terminate without notice to Licensor, in the event:
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(a) Licensor commences a voluntary case or other proceeding seeking
liquidation, rehabilitation, reorganization, conservatorship or other
relief for itself or its assets under bankruptcy, insolvency or other
similar laws, or seeking the appointment of a trustee, receiver or other
similar official for itself or any substantial part of its property, or
consents to any such relief in an involuntary case or proceeding commenced
against it, or makes a general assignment for the benefit of creditors, or
takes any corporate action to authorize any of the foregoing,
8.5 Licensor shall be deemed to be in default and Licensee may, at its option,
upon sixty (60) days written notice to Licensor terminate this Agreement and all
rights granted hereunder if any of the following events occur and Licensor fails
to cure the default within the sixty (60) day notice period:
(a) if any involuntary case or other proceeding is commenced against Licensor
seeking liquidation, rehabilitation, reorganization, conservatorship or
other relief with respect to it or to its assets under any bankruptcy,
insolvency or other similar law, or seeking the appointment of a trustee,
receiver or other similar official with respect to it or any substantial
part of its property, or
(b) Licensor breaches any of its representations or covenants hereunder.
If Licensee terminates this Agreement on account of Licensor's default, Licensee
may seek monetary relief, specific performance or injunctive relief. If a court
should order specific performance in the form of a license to use the Marks,
Licensor and Licensee agree that they will execute such an agreement on terms no
less favorable to Licensor than those set forth herein.
9. Obligation Upon Termination or Expiration.
-----------------------------------------
9.1 Upon termination or expiration of this Agreement, all rights granted
hereunder to Licensee shall terminate. In addition, upon termination or
expiration, Licensee shall:
(a) cease using, making, having made, offering for sale, selling and importing
Licensed Products in the Territory;
(b) refrain from holding itself out to the public as a present or former
Licensee; and
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(c) promptly pay all sums owing to Licensor, including all damages, costs and
expenses, including reasonable attorneys' fees incurred by Licensor as
result of any default.
10. Amendments and Waivers/Attorney Fees.
------------------------------------
This Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment is sought. Either party hereto may, only by an
instrument in writing, waive compliance by the other party hereto with any term
or provision hereof on the part of such other party hereto to be performed or
complied with. The waiver by any party hereto of a breach of any term or
provision hereof shall not be construed as a waiver of any subsequent breach.
The prevailing party in any action to enforce this Agreement shall recover from
the other party all costs and expenses, including reasonable attorneys' fees,
incurred therein.
11. Assignment.
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11.1 This Agreement may be assigned by Licensee with reasonable notice to but
without the prior written consent of Licensor to a party who purchases or
acquires, as a going concern, the business of Licensee in which the Patents are
used, provided, however, that any assignee of this Agreement must (a) agree, in
writing, to be bound by the terms and provisions hereof, (b) have a debt/equity
ratio as good as Licensee's at the time of execution hereof, and (c) be the
assignee of the competition provisions in Section 6.2(d) of the Asset Purchase
Agreement.
11.2 This Agreement may be assigned, transferred, sublicensed or otherwise
delegated by Licensor following notice to but without the prior written consent
of Licensee.
11.3 This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of, and be enforceable by, the parties hereto and their
respective successors and permitted assigns. This Agreement is not intended to
confer upon anyone not a party hereto any rights or remedies hereunder.
12. Entire Agreement.
----------------
This Agreement and the Schedules and Exhibits hereto and the Asset Purchase
Agreement contain the entire agreement between the parties with respect to the
subject matter hereof and there are no agreements, understandings,
representations or warranties between the parties other than those set forth or
referred to herein.
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13. Survival.
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The rights and obligations set forth in Sections 4.1, 4.3, 4.4, 7 and 9 shall
survive termination of this Agreement.
14. Counterparts; Facsimile Signatures.
----------------------------------
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party. Copies of executed counterparts transmitted by telecopy, telefax
or other electronic transmission service shall be considered original executed
counterparts for purposes of this Section, provided receipt of copies of such
counterparts is confirmed.
15. Notices.
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All notices and other communications hereunder shall be sufficiently given for
all purposes hereunder if in writing and delivered personally, sent by
documented overnight delivery service or registered or certified mail return
receipt requested to the appropriate address set forth below. Notices to
Licensee shall be addressed to:
Ryder Truck Rental, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to:
Ryder System, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
or at such other address and to the attention of such other party as Licensee
may designate by written notice to Licensor.
Notices to Licensor shall be addressed to:
Ryder TRS, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to:
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Questor Management Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with an additional copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
or at such other address and to the attention of such other party as Licensor
may designate by written notice to Licensee.
16. Dispute Resolution; Governing Law and Jurisdiction.
--------------------------------------------------
16.1 The parties agree that if any disputes arise under Section 2, senior
management of the parties will meet (or designate other representatives to meet)
and negotiate in good faith in an attempt to resolve the dispute. In the event
that the parties are unable to resolve the dispute within thirty (30) days from
the date of written notice of disagreement, either party may submit and the
other party may agree to refer the dispute to binding mediation which shall be
conducted under the then applicable rules of the CPR/INTA Alternative Dispute
Resolution Program, or such other mediation process which shall be agreed to by
the parties. None of the remaining provisions of this Agreement, including
without limitation, the provisions of Section 8 (Default and Termination) shall
be subject to this dispute resolution provision. Notwithstanding anything in
this Section 16.1, this section shall not prohibit either party from immediately
seeking equitable relief in court if it so desires.
16.2 Except as set forth in Section 16.1, this Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of New York
U.S.A. without regard to its provisions concerning conflicts or choice of law.
The parties consent to the jurisdiction of the courts situated in New York for
the resolution of any disputes as to the construction of this Agreement.
16.3 Notwithstanding the foregoing, Licensee acknowledges that its failure to
comply with its obligations under this Agreement could cause immediate and
irreparable harm to Licensor for which money damages would be inadequate.
Accordingly, in the event of Licensee's breach of this Agreement, Licensor may
seek equitable relief, including specific performance of Licensee's obligations
and injunctive relief to prevent Licensee's continued use of the Patents. Such
remedy shall not be deemed to be the exclusive remedy for breach but shall be in
addition to all other remedies available at law or in equity.
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17. Bankruptcy.
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All rights and licenses granted under or pursuant to this Agreement by Licensor
are, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of
rights to "intellectual property" as defined under Section 101 of the U.S.
Bankruptcy Code.
18. Severability.
------------
Any provision hereof which is invalid or unenforceable shall be ineffective to
the extent of such invalidity or unenforceability, without affecting in any way
the remaining provisions hereof.
19. Interpretation; Absence of Presumption.
--------------------------------------
This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or causing
any instrument to be drafted.
(CONTINUED ON NEXT PAGE)
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IN WITNESS WHEREOF, the parties have caused this Patent License Agreement to be
executed by their duly authorized officers as of the date first written above.
RYDER TRS, INC. (f/k/a RYDER TRUCK RENTAL, INC.
RCTR HOLDINGS, INC.) "Licensee"
"Licensor"
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- ---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- ---------------------------
Title: Senior Vice President Title: Executive Vice President
and Treasurer Development
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