TRADE NAME/SERVICE ▇▇▇▇ LICENSING AGREEMENT
BY AND BETWEEN
AID ASSOCIATION FOR LUTHERANS
AND
AAL VARIABLE PRODUCT SERIES FUND, INC.
TRADE NAME/SERVICE ▇▇▇▇ LICENSING AGREEMENT
This TRADE NAME/SERVICE ▇▇▇▇ LICENSING AGREEMENT made and entered on the 27th
day of September, 1994, by and between AID ASSOCIATION FOR LUTHERANS, a
fraternal benefit society incorporated under the laws of the State of Wisconsin,
and having its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of Outagamie, State of Wisconsin, hereafter referred to as
LICENSOR, and AAL VARIABLE PRODUCT SERIES FUND, INC., a corporation organized
under the laws of the State of Maryland, and having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of Outagamie,
State of Wisconsin, hereafter referred to as LICENSEE.
RECITALS
LICENSOR has used the trade name/service ▇▇▇▇ "AAL" for the marketing of
insurance, mutual fund, fraternal and other related services since 1917, and the
name is associated with and represents LICENSOR and the quality of services it
provides, and all the goodwill associated with it. LICENSOR has a valid federal
service ▇▇▇▇ for said name, registered with The United States Patent & Trademark
Office, encompassing the services offered by LICENSEE. LICENSOR will have the
non-exclusive right to use and license others to use such trade name/service
▇▇▇▇ for mutual fund services marketed only to AAL Variable Annuity Account I,
AAL and/or AAL Benefit Members (or those eligible for membership), and employees
and their immediate families of AAL, its subsidiaries and affiliates.
Consideration for this agreement shall be $1.00 in United States
currency, receipt of which by LICENSOR shall be acknowledged by the signing of
this agreement, and the mutual promises herein.
Nothing in this agreement shall be construed in any way to create a
partnership, agency or subsidiary relationship between the parties involved
herein.
LICENSEE desires to obtain a license, under the terms and conditions
provided herein, to utilize said trade name/service ▇▇▇▇ in association with the
marketing, servicing and provision of only the services agreed to in this
licensing agreement, only to AAL Variable Annuity Account I, AAL, AAL benefit
members and employees and their immediate families of AAL, its subsidiaries and
affiliates.
LICENSOR is willing to grant a limited license to LICENSEE to use such
trade name/service ▇▇▇▇ under the terms and conditions provided herein.
AGREEMENT
In consideration of the mutual covenants contained in this agreement, and
other good and valuable consideration as stated above, the parties agree:
1. DEFINITIONS
As used in this agreement, the following terms shall have the following
meanings:
"Mutual Fund Services" shall mean the establishment, marketing, sales and
servicing of mutual fund shares and accounts and other products and services
approved for mutual funds.
"Contract Year" shall mean one year periods, the first beginning from the
date this agreement is signed, and running until the following calendar year,
ending on midnight the day before the one year anniversary of the signing of
this agreement. (For example, if signed on November 1, the contract period shall
be from November 1 until midnight October 31 of the next calendar year.)
"Licensor" shall mean Aid Association for Lutherans, its successors, and
assigns.
"Licensee" shall mean AAL Variable Product Series Fund, Inc., its
successors, and assigns.
"Member" shall mean a Benefit Member of LICENSOR, or one eligible for
Benefit Membership.
"Service ▇▇▇▇" shall mean the designation of AAL(R), which was adopted
and used in the sale or advertising of services to identify the services of
LICENSOR, or the business which it conducts, and which has also come to be used
by others, and through its' association with such services or business, the name
has acquired a special significance or goodwill.
"Trade name" shall mean the designation of "AAL", which was adopted and
used in trade by LICENSOR to designate the services which it renders, or
business which it conducts, and which has also come to be used by others, and
through its' association with such services or business, the name has acquired a
special significance and goodwill.
2. INTEREST GRANTED
Subject to the terms and conditions specified in this agreement, LICENSOR
hereby grants to LICENSEE the non-exclusive right to use the trade name/service
▇▇▇▇ in connection with the marketing, sales, servicing and operation of its
Mutual Fund Services to AAL Members and employees of AAL, its subsidiaries and
affiliates, and immediate family members of each.
3. SUPERVISION OF LICENSEE
LICENSOR shall have the right to review the production and marketing of
all materials or written or oral solicitations of customers with which the AAL
trade name/service ▇▇▇▇ will be used. LICENSEE agrees to furnish any necessary
information or records LICENSOR may require for this purpose, and permit
LICENSOR'S authorized personnel to enter LICENSEE's premises at all reasonable
times, with or without advanced notice, in order to carry out said review.
LICENSOR reserves the right to such review for the purpose of protecting
and maintaining the standards of quality, integrity and goodwill established by
the LICENSOR for all services and/or products offered under said trade
name/service ▇▇▇▇.
4. SUB-LICENSING OF SERVICE ▇▇▇▇ BY LICENSEE
LICENSEE shall not directly or indirectly license or attempt to license or
assign, whether orally or in writing, any other person or company the right to
use the trade name/service ▇▇▇▇ herein. However,
this does not preclude LICENSEE from using agents for the performance of the
obligations under this Agreement.
5. DEFICIENCIES
If LICENSOR at any time finds the Mutual Fund Services as offered and
provided by LICENSEE to be deficient in quality of service, or marketed or sold
in a misleading or deceptive manner, or otherwise prepared, advertised, marketed
or sold in a manner in violation of this agreement, then LICENSOR may notify
LICENSEE in writing of such deficiency or deficiencies, and if LICENSEE fails to
correct or eliminate such deficiency or deficiencies within 30 days after
receipt of such notice, LICENSOR may at its' election declare this licensee
terminated.
6. ADVERTISING AND MARKETING
All sales literature, descriptive material, advertising and stationary or
paperwork of any kind containing the trade name/service ▇▇▇▇ shall be developed
by LICENSEE through its own channels, and shall be subject to LICENSOR'S
approval. Insofar as possible, standard programs will be established for
advertising and promotional work, and routine matters handled in accordance with
approved programs need not be submitted for prior approval; all advertising copy
must be approved by LICENSOR before dissemination to the public.
7. INDEMNIFICATION OF LICENSOR BY LICENSEE
LICENSEE agrees to indemnify LICENSOR for any and all expenses, fines,
attorney's fees, penalties, judgments, settlement costs, or any cost whatsoever
related to any claim, suit, allegations or charges against LICENSOR arising out
of LICENSEE's use or misuse of said trade name/service ▇▇▇▇. LICENSEE agrees to
assist LICENSOR in the prosecution or defense of lawsuits or claims identified
herein, by providing such evidence and expert assistance as LICENSEE may have
within its control, and, to the extent permitted by law, LICENSEE shall have the
right to intervene at its own expense in any legal proceeding affecting the
rights acquired by LICENSEE under this agreement.
8. TERMINATION
This agreement shall continue in full force and effect for one year from
the date hereof, unless sooner terminated as provided in section five herein, or
if LICENSEE terminates its Investment Advisory Agreement with LICENSOR.
This agreement shall be automatically renewed annually under the same
terms as herein, unless either party gives 30 days notice to the other party,
prior to the end of the present contract year.
Upon termination of this agreement for any reason, LICENSEE shall
immediately discontinue use of all labels, stationary or paperwork, and
advertising materials of any kind using the trade name/service ▇▇▇▇.
9. SEVERABILITY
If any provision of this contract shall be construed to be illegal or
invalid, it shall not affect the legality or validity of any other provisions
herein, and the illegal or invalid provisions shall be deemed
stricken and deleted from this contract to the same extent and effect as if
never incorporated herein, but all other provisions herein shall remain
unaffected by this.
10. AMENDMENT
The parties to this agreement hereby agree that this contract shall not
be altered or amended except in writing executed by the parties, and that this
agreement contains the whole of the covenants agreed to by the LICENSOR and
LICENSEE.
11. GOVERNING LAW
The construction of this agreement shall be governed by the laws of the
State of Wisconsin.
12. NON-WAIVER
Any failure by LICENSOR to exercise any right hereunder, or otherwise
waive or condone any delay or failure by LICENSEE to comply with any of the
terms or conditions of this agreement shall not constitute a waiver of any such
requirement or provisions of LICENSOR'S right to terminate, or any rights of
LICENSOR hereunder.
In witness whereof, parties hereby execute this agreement at Appleton,
Wisconsin, on this 27th day of September, 1994.
AID ASSOCIATION FOR LUTHERANS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President and
Chief Executive Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
Secretary and General Counsel
AAL VARIABLE PRODUCT SERIES FUND, INC.
By: /s/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary