Form Of Trademark License Agreement

TRADEMARK AGREEMENT


THIS AGREEMENT, effective ____________________ is by and between FORD Motor Company, a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at The American Road, Dearborn, Michigan 48126 (hereinafter "FORD"), and Associates First Capital Corporation, a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 250 Carpenter Freeway, Irving, Texas 75062 (hereinafter "THE ASSOCIATES").


WHEREAS:


A. FORD is the owner of the FORD trademark, whether represented in the FORD script-in-oval style, FORD in block letter style, or otherwise (hereinafter "Licensed Trademark");


B. THE ASSOCIATES is an indirect subsidiary of FORD;


C. THE ASSOCIATES and its subsidiaries wish to carry on in the United States a trademark branded credit card business and through its wholly-owned subsidiary, FORD Consumer Finance Corporation ("FCFC"), a home equity lending business and a manufactured housing lending business (hereafter Licensed Goods and Services") using the Licensed Trademark, and additionally wish to use the name "FORD" (hereinafter Licensed Name) for general corporate identification purposes (e.g., on business cards stationary, signage, etc.)


D. The parties hereto desire that the THE ASSOCIATES should be authorized to use the Licensed Trademark in connection with the marketing of the Licensed Goods and Services and should be authorized to use the Licensed Name for general corporate identification purposes, in the United States, on the following terms and conditions.


NOW IT IS HEREBY AGREED AS FOLLOWS:


1. In consideration of the promises and the undertakings hereinafter set forth, FORD hereby grants to THE ASSOCIATES, for the term of this Agreement, a nonexclusive license to use a) the 2 Licensed Trademark in the United States on and in connection with the Licensed Goods and Services, and b) the Licensed Name for general corporate identification purposes.


2. THE ASSOCIATES shall not use the Licensed Trademark in association with any goods or services other than the Licensed Goods and Services, and shall not use the Licensed Name except for general corporate identification purposes.


3. THE ASSOCIATES shall permit, or procure permission for, FORD or its authorized representative, at all reasonable times, to enter the premises of THE ASSOCIATES for the purpose of inspecting the records relating to the Licensed Goods and Services and the use of the Licensed Name.


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