EXHIBIT 10.12
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STANDARD NAME LICENSING AGREEMENT TERMS
with respect to
ALLSTATE LIFE GLOBAL FUNDING TRUSTS
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TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions......................................................................1
SECTION 1.2 Other Definitional Provisions....................................................3
ARTICLE 2
GRANT OF LICENSE; INDEPENDENT CONTRACTORS
SECTION 2.1 Grant of License.................................................................4
SECTION 2.2 Independent Contractors..........................................................4
ARTICLE 3
AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE
SECTION 3.1 Agreements and Acknowledgements of Licensee......................................4
ARTICLE 4
INFRINGEMENT PROCEEDINGS
SECTION 4.1 Notification of Unauthorized Use.................................................6
SECTION 4.2 Payments for Damages.............................................................6
ARTICLE 5
TERM AND TERMINATION
SECTION 5.1 Term.............................................................................6
SECTION 5.2 Automatic Termination............................................................6
SECTION 5.3 Immediate Termination............................................................7
SECTION 5.4 Termination on Notice............................................................7
ARTICLE 6
EFFECT OF TERMINATION
SECTION 6.1 Change of Licensee Marks.........................................................7
SECTION 6.2 Licensee Cooperation.............................................................7
SECTION 6.3 Rights in Licensed Marks.........................................................7
ARTICLE 7
MISCELLANEOUS
SECTION 7.1 Enforcement......................................................................7
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SECTION 7.2 Severability.....................................................................7
SECTION 7.3 Entire Agreement.................................................................8
SECTION 7.4 Amendment of Name Licensing Agreement............................................8
SECTION 7.5 Governing Law....................................................................8
SECTION 7.6 Consent to Jurisdiction..........................................................8
SECTION 7.7 Waiver of Jury Trial.............................................................8
SECTION 7.8 No Waiver........................................................................8
SECTION 7.9 Remedies Cumulative..............................................................9
SECTION 7.10 Notices..........................................................................9
SECTION 7.11 Counterparts.....................................................................9
APPENDIX A LICENSED MARKS.................................................................A-1
ii
This document constitutes the STANDARD NAME LICENSING AGREEMENT TERMS which
will be incorporated by reference in the Name Licensing Agreement (as defined
below) between Allstate Insurance Company (the "Licensor") and the Trust (as
defined below) (the "Licensee").
These Standard Name Licensing Agreement Terms shall be of no force and
effect unless and until incorporated by reference in, and then only to the
extent not modified by, the Name Licensing Agreement.
The following terms and provisions shall govern the use of the Licensor's
Licensed Marks (as defined below) by the Licensee, subject to contrary terms and
provisions expressly adopted in the Name Licensing Agreement, which contrary
terms shall be controlling.
ARTICLE 1
DEFINITIONS
SECTION 1.1.......Definitions. The following terms, as used herein, have
the following meanings:
"Administrative Services Agreement" means that certain Administrative
Services Agreement included in Part B of the Series Instrument, by and between
the Trust and the Administrator, as the same may be amended, supplemented,
modified, restated or replaced from time to time.
"Administrator" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of the Trust, or another entity specified in
the Indenture as the Administrator, and, in each case, its permitted successors
and assigns.
"Agents" has the meaning ascribed in the Distribution Agreement.
"Coordination Agreement" means that certain Coordination Agreement included
in Part F of the Series Instrument, among the Trust and the other parties
specified therein, as the same may be amended, supplemented, modified, restated
or replaced from time to time.
"Delaware Trustee" means Wilmington Trust Company, a Delaware banking
corporation, or another entity specified in the Indenture as the Delaware
Trustee, in each case not in its individual capacity but solely as trustee, and
its successors.
"Distribution Agreement" means that certain Distribution Agreement dated as
of -, 2006, by and among Allstate Life Global Funding and the Agents named
therein, as the same may be amended, restated, modified or supplemented from
time to time.
"Funding Note Indenture" means that certain Funding Note Indenture included
in Part H of the Series Instrument, among Global Funding and the other parties
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specified therein, as the same may be amended, supplemented, modified, restated
or replaced from time to time.
"Indenture" means that certain Indenture included in Part G of the Series
Instrument, among the Trust and the other parties specified therein, as the same
may be amended, supplemented, modified, restated or replaced from time to time.
"Licensed Marks" shall include all marks listed on Appendix A attached
hereto as the same may be amended, supplemented, modified, restated or replaced
from time to time.
"Licensed Services" means the activities necessary to accomplish all
purposes of the Trust as set forth in the Trust Agreement.
"Licensee" means the Trust.
"Licensor" means Allstate Insurance Company, an Illinois stock insurance
company, and its successors.
"Name Licensing Agreement" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Licensor and Licensee, as
the same may be amended, supplemented, modified, restated or replaced from time
to time.
"Note" means each medium term note issued by the Trust under the Indenture,
each in an authorized denomination and represented, individually or
collectively, by a Note Certificate authenticated by the Indenture Trustee
pursuant to the terms of the Indenture.
"Note Certificate" means a security certificate representing one or more
Notes.
"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.
"Series Instrument" means the series instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Funding Note Indenture, the Indenture, the Name Licensing Agreement, the Support
Agreement, the Terms Agreement and the Trust Agreement are entered into, and
certain other documents are executed, in connection with the issuance of the
Notes by the Trust.
"Support Agreement" means that certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between Allstate Life
Insurance
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Company and the Trust, as the same may be amended, supplemented, modified,
restated or replaced from time to time.
"Terms Agreement" means that certain Terms Agreement included in Part E of
the Series Instrument, by and among Allstate Life Global Funding, the Trust and
each Agent named therein, which will incorporate by reference the terms of the
Distribution Agreement.
"Territory" shall mean worldwide.
"Trust" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.
"Trust Agreement" means that certain Trust Agreement included in Part A of
the Series Instrument, among the Trust Beneficial Owner, the Administrator and
the Delaware Trustee, as the same may be amended, supplemented, modified,
restated or replaced from time to time.
"Trust Beneficial Owner" means Allstate Life Global Funding, a Delaware
statutory trust, in its capacity as trust beneficial owner.
SECTION 1.2.......Other Definitional Provisions. For all purposes of the
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 the Name
Licensing Agreement or the intent of the parties to the Name
Licensing Agreement;
(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the 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
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ARTICLE 2
GRANT OF LICENSE; INDEPENDENT CONTRACTORS
SECTION 2.1.......Grant of License. Licensor hereby grants to Licensee for
the term of the 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;
(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 ▇▇▇▇ 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 the Name Licensing Agreement shall give Licensee any
right, title or interest in Licensed Marks other than the license
granted in the 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 the Name Licensing Agreement;
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(g) Licensee shall not assign any of the rights granted under the
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 ▇▇▇▇ not covered by the
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
▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇▇, or successor in the
Corporate Law Division 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.
333-129157), as amended and 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 the Name
Licensing Agreement so that Licensor may 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;
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(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. The Name Licensing Agreement shall continue in
force and effect for so long as Licensee continues to exist in accordance with
the terms of the Trust Agreement, unless it is sooner terminated as provided for
in the Name Licensing Agreement.
SECTION 5.2.......Automatic Termination. The 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 the Name Licensing Agreement and
all rights granted under the 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 the 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 the 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 the 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 the 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 the 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 the
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, the Name Licensing Agreement shall be invalid, illegal or
unenforceable, in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or
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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.
SECTION 7.3.......Entire Agreement. The Name Licensing Agreement
constitutes the entire agreement between the parties hereto relating to the
subject matter of the 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,
supplements, modifications, restatements or replacements of the Name Licensing
Agreement, or waivers or consents to the Name Licensing Agreement, shall be in
writing signed by the parties.
SECTION 7.5.......Governing Law. The 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 the Name Licensing
Agreement submits to the nonexclusive jurisdiction of the United States Federal
court located in ▇▇▇▇ County, Illinois, for purposes of any legal proceeding
arising out of or relating to the Name Licensing Agreement or the transactions
contemplated by the Name Licensing Agreement. Each party to the 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
the Name Licensing Agreement consents to process being served in any suit,
action or proceeding with respect to the Name Licensing Agreement, or any
document delivered pursuant to the 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 the
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 the 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 the 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 the Name Licensing
Agreement or any claims or transactions in connection with the Name Licensing
Agreement. Each of the parties to the 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 the Name Licensing Agreement shall operate
as a waiver thereof, nor
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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 the Name Licensing Agreement shall be exclusive of any other
right, power or remedy, but 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 the 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
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President, Deputy
General Counsel and Assistant Secretary
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Licensee:
Allstate Life Global Funding
c/o AMACAR Pacific Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as shall be designated by any party in a written notice
to the other party.
SECTION 7.11......Counterparts. The Name Licensing Agreement and any
amendments, supplements, modifications, restatements or replacements of the Name
Licensing Agreement, or waivers or consents to the Name Licensing Agreement, may
be executed in any number of counterparts, and by different parties to the 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. The Name
Licensing Agreement shall become effective upon the execution of a counterpart
by each of the parties.
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APPENDIX A
LICENSED MARKS
Allstate
Allstate Life
[ALLSTATE(R) LOGO]
A-1