Intracompany Copyright License Agreement

EXHIBIT 10.12


Copyright License Agreement


between


Ryder Truck Rental, Inc.


and


Ryder TRS, Inc.


October 17, 1996


TABLE OF CONTENTS
-----------------


1. Definitions.......................................... 1 2. Grant of Rights...................................... 5 3. Term................................................. 7 4. Ownership and Protection............................. 7 5. Infringement and Defense............................. 7 6. Independent Contractor............................... 9 7. Indemnification...................................... 9 8. Default and Termination.............................. 10 9. Obligations Upon Termination or Expiration........... 11 10. Amendments and Waivers/Attorney Fees................ 12 11. Assignment.......................................... 12 12. Entire Agreement.................................... 13 13. Survival............................................ 13 14. Counterparts; Facsimile Signatures.................. 13 15. Notices............................................. 13 16. Dispute Resolution; Governing Law and Jurisdiction.. 14 17. Bankruptcy.......................................... 15 18. Severability........................................ 15 19. Interpretation; Absence of Presumption.............. 15


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COPYRIGHT LICENSE AGREEMENT


This Agreement is entered into and effective on this 17th day of October, 1996 by and between Ryder Truck Rental, Inc., a Florida corporation with its principal place of business at 3600 N.W. 82nd Avenue, Miami, Florida, 33166 (hereinafter "Licensor") and Ryder TRS, Inc. (f/k/a RCTR Holdings, Inc.), a Delaware corporation with its principal place of business at 8669 N.W. 36th Street, Miami, Florida 33166 (hereinafter "Licensee").


WHEREAS, Licensor and Licensee are parties to an Asset Purchase Agreement dated September 19, 1996 (the "Asset Purchase Agreement") under which Licensee has purchased certain assets and businesses from Licensor and under which the parties have agreed that Licensee will be granted a license to use certain copyrighted works in connection with certain services offered by Licensee.


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 the
-------- Move Management Business.


1.5 Copyrights. The term "Copyrights" shall mean the copyright rights in
---------- and to the Copyrighted Works and all derivative works thereof.


1.6 Copyrighted Works. The term "Copyrighted Works" shall mean those
----------------- brochures, pamphlets and printed promotional materials used by the Division on the Effective Date of the Asset Purchase Agreement in connection with the Business, and to which Licensor owns or has the right to use all copyright rights.


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1.7 Dealer. The term "Dealer" shall mean any Person (as that term is
------ defined in the Asset Purchase Agreement) that serves as Licensee's commissioned sales agent for the Rental Business.


1.8 Division. The term "Division" shall mean Ryder Truck Rental, Inc.'s
-------- Consumer Truck Rental Division, which includes Ryder Move Management, Inc. and Ryder Move Management, Inc.'s subsidiaries.


1.9 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.


1.10 Leasing. The term "Leasing" shall mean surrendering possession and
------- the right to use a vehicle, for a period in excess of ninety days for consideration, except under circumstances which satisfy the requirements of (a), (b) and (c) of 1.19 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 1.19 below shall be considered Leasing.


1.11 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.


1.12 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.


1.13 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, wazzu tape, bubble wrap, locks and similar moving supplies).


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1.14 Marks. The term "Marks" shall have the meaning set forth in the
----- Trademark License Agreement.


1.15 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 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.


1.16 New Services. The term "New Services" shall mean services that are
------------ not offered by the Division under the Marks on the date of execution of this Agreement provided such services (a) are complementary and related to the Rental Business or Move Management Business, (b) shall in no event in any way involve driver rental or leasing, integrated logistics services, dedicated contract carriage, cartage, common or contract carriage, truck maintenance to third parties, car rental, Leasing or Heavy Duty Rentals, and (c) do not otherwise violate this Agreement. It is understood that New Services shall include: (a) public self storage facilities in connection with the Rental Business or Move Management Business at locations operated by Licensee or a Dealer offering the Rental Business or the Move Management Business, (b) any services constituting the moving and management of moving of individuals' personal household goods from one location to another within the Territory, and (c) services within the Business not offered by the Division under the Marks on the date of execution of this Agreement.


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


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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 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.


1.19 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).


1.20 Rental Business. The term "Rental Business" shall mean the Light
--------------- Commercial Rental Business, the Local Consumer Rental Business and the One-Way Consumer Rental Business.


1.21 Services. The term "Services" shall mean Used Truck Sales and those
-------- services offered by the Division within the Business under the Marks on the date of execution of this Agreement.


1.22 Territory. The term "Territory" shall mean the contiguous forty-eight
--------- states of the United States of America and the State of Alaska.


1.23 Towing Equipment. The term "Towing Equipment" shall mean tow dollies,
---------------- car carriers and similar towing equipment owned by Licensee and used for the Rental Business.


1.24 Trademark License Agreement. The term "Trademark License Agreement"
--------------------------- shall mean the Trademark License Agreement of even date herewith by and between Ryder System, Inc. and Licensee.


1.25 Used Truck Sales. The term "Used Truck Sales" shall mean sales of
---------------- Light Duty Trucks formerly used by Licensee in connection with the Business and the Household Goods Moving Bus ...