Software License And Contribution Agreement

SOFTWARE LICENSE AND CONTRIBUTION AGREEMENT


This SOFTWARE AGREEMENT ("Software Agreement") dated as of September 30, 2005 is made by and among VISTEON CORPORATION, a Delaware corporation ("Visteon"), VISTEON GLOBAL TECHNOLOGIES, INC., a Michigan Corporation ("VGTI"), and AUTOMOTIVE COMPONENTS HOLDINGS, INC., a Delaware corporation (the "Company"), and shall be effective as of the closing of the Contribution Agreement (as defined below) (such time, the "Effective Time"). Visteon and the Company are each individually referred to herein as a "Party," and collectively, as the "Parties."


WITNESSETH:


WHEREAS, Visteon and the Company have entered into a Contribution Agreement dated as of September 12, 2005 (the "Contribution Agreement") pursuant to which, among other things, Visteon has transferred (or caused to be transferred) to Automotive Components Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("ACH LLC"), certain intellectual property and software assets related to the Business (as defined in the Contribution Agreement);


WHEREAS, Visteon, VGTI, the Company and ACH LLC have entered into, concurrently with the execution and delivery of this Agreement, an Intellectual Property Contribution Agreement (the "IP Agreement") setting forth intellectual property assets to be contributed to ACH LLC and associated rights and limitations thereof;


WHEREAS, Visteon and ACH LLC have entered into, concurrently with the execution and delivery of this Agreement, a Master Services Agreement (the "Master Services Agreement"), whereby certain Services (as defined in the Master Services Agreement) will be provided by Visteon to ACH LLC, its Affiliates, Ford Motor Company and certain ACH Buyers (as defined herein); and


WHEREAS, it is a condition of the Contribution Agreement that Visteon, VGTI and the Company enter into this Software Agreement, which sets forth the terms and conditions under which certain software will be contributed or licensed by Visteon and VGTI to the Company, its Affiliates and certain ACH Buyers as of the Effective Time.


NOW THEREFORE, in consideration of the above premises and the mutual covenants herein contained, and for other good and valuable consideration given by each party hereto to the other, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, for themselves, their successors and permitted assigns, intending to be legally bound, agree as follows:


1
ARTICLE 1.
DEFINITIONS


Section 1.01 Definitions.


Capitalized terms set forth in this Agreement (including any plurals) shall have the meanings set forth in this in Article 1 when such terms are used in this Agreement. Capitalized terms used herein or not otherwise defined shall have the meanings ascribed to them in the Contribution Agreement.


"Confidential Information" has the meaning set forth in Section 5.01.


"Consent Expenses" means any costs and expenses incurred by Visteon, other than Transfer Fees, associated with obtaining any necessary consents, permissions and waivers required for Visteon to make the contribution and grant of licenses granted to any of the Company, ACH LLC and Ford under and during the term of this Software Agreement.


"Contributed Software" means Contributed Visteon Owned Software and Contributed Third Party Software.


"Contributed Software Infringement Claims" has the meaning set forth in Section 2.03.


"Contributed Third Party Software" has the meaning set forth in Section 2.02.


"Contributed Visteon Owned Software" has the meaning set forth in Section 2.01.


"Derivative Work" means a work of authorship based on one or more preexisting works, including, without limitation, a translation, condensation, transformation, expansion or adaptation, which, if prepared without authorization of the owner of the copyright of such preexisting work, would constitute a copyright infringement. The term "Derivative Work" does not include the preexisting work upon which the Derivative Work is based.


"Licensed Services Software" has the meaning set forth in Section 3.03.


"Licensed Software" means Licensed Visteon Owned Software, Licensed Visteon Third Party Software and Licensed Services Software.


"Licensed Visteon Owned Software" has the meaning set forth in Section 3.01.


"Licensed Visteon Third Party Software" has the meaning set forth in Section 3.02.


"Manuals and Documentation" means all design specifications, operating manuals, user manuals, operating instructions and other information, in written or electronic form, for operation of any Software.


"Services" shall have the meaning ascribed thereto in the Master Services Agreement.


"Software" means computer programs, whether represented in object code, source code, or any other format, as well as any customization of such programs and any modifications,


2 enhancements, updates, upgrades, Derivative Works or subsequent releases thereto, but excluding any such computer programs, whether represented in object code, source code, or any other format, as well as any customization of such programs and any modifications, enhancements, updates, upgrades or subsequent releases thereto included in Engineering Design Tools or Non-Patented Product Design IP and Manufacturing IP as set forth in the IP Agreement.


"Third Party Software" has the meaning set forth in Section 7.02.


"Transfer Fees" means any fees paid to a third-party software licensor that are necessary for Visteon to make the contributions made and grant the licenses to the Company granted under this Software Agreement.


"Visteon Licensed Software" shall have the meaning ascribed thereto in the Master Services Agreement.


"Visteon Owned Software" shall have the meaning ascribed thereto in the Master Services Agreement.


"ACH Buyer" shall have the meaning ascribed thereto in the Master Services Agreement.


ARTICLE 2.
CONTRIBUTION OF SOFTWARE USED SOLELY FOR THE BUSINESS


Section 2.01 Contribution of Visteon Owned Software Used Solely for the Business.


Except as otherwise provided in Section 2.02 of the Contribution Agreement, upon the terms and subject to the conditions of this Agreement (including Section 7.02 below), Visteon and VGTI agree to convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, to ACH LLC (a direct, wholly-owned Subsidiary of the Company), or one or more other Subsidiaries of the Company as the Company may designate prior to the Closing, at (and not before) the Closing as a capital contribution, free and clear of all Liens, other than Permitted Liens, all of Visteon's and VGTI's right, title and interest in, and to the Software owned (and not licensed) by Visteon, together with all existing maintenance and support obligations for such Software, that is used solely (i) for the operation of, or (ii) to support, the Business (collectively the "Contributed Visteon Owned Software") as the same shall exist on the Closing Date. Contributed Visteon Owned Software shall not include Contributed Third Party Software, Licensed Visteon Third Party Software and Licensed Visteon Owned Software. Subject to Section 7.03 herein, all Contributed Visteon Owned Software is set forth in Schedule 1 hereof.


Section 2.02 Contribution of Certain Visteon Licensed Software Used Solely for the Business.


Except as otherwise provided in Section 2.02 of the Contribution Agreement, upon the terms and subject to the conditions of this Agreement (including Section 7.02 below), Visteon and VGTI agree to convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, to ACH LLC (a direct, wholly-owned Subsidiary of the Company), or one or more other Subsidiaries of the Company as the Company may designate prior to the


3 Closing, at (and not before) the Closing as a capital contribution, free and clear of all Liens, other than Permitted Liens, all of Visteon's and its VGTI's right, title and interest in, to the Software licensed (as opposed to owned) by Visteon, together with all existing prepaid maintenance and support for such Software, (a) that is used solely (i) for the operation of, or (ii) to support of the Business, or (b) that is held under user, site or other forms of divisible licenses or ownership, as opposed to non-divisible or concurrent licenses held by Visteon, and the divisible portion thereof is used solely (i) for the operation of, or (ii) to support the Business (collectively "Contributed Third Party Software"), as the same shall exist on the Closing Date. Contributed Third Party Software shall not include Contributed Visteon Owned Software, Licensed Visteon Third Party Software and Licensed Visteon Owned Software. Subject to Section 7.03 herein, all Contributed Third Party Software is set forth in Schedule 2 hereof.


Section 2.03 Infringement Claims and Actions.


With respect to the Contributed Visteon Owned Software and Contributed Third Party Software only, and except as otherwise provided in Section 2.02 of the Contribution Agreement, upon the terms and subject to the conditions of this Agreement (including Section 7.02 below), Visteon and VGTI agree to convey, transfer, assign and deliver, or cause to be conveyed, transferred, assigned and delivered, to ACH LLC (a direct, wholly-owned Subsidiary of the Company), or one or more other Subsidiaries of the Company as the Company may designate prior to the Closing, at (and not before) the Closing as a capital contribution, free and clear of all Liens, other than Permitted Liens, all of Visteon's and VGTI's right, title and interest in (i) all intellectual property, and (ii) all causes of action and rights of recovery for past infringement of the intellectual property, to the extent such intellectual property, causes of action and right of recovery are owned by Visteon and VGTI and are associated solely with the Contributed Visteon Owned Software and Contributed Third Party Software (collectively "Contributed Software Infringement Claims") as the same shall exist on the Closing Date. For the avoidance of doubt, Contributed Software Infringement Claims shall not include any causes of action or rights of recovery of Visteon and VGTI with respect to Licensed Visteon Third Party Software and Licensed Visteon Software.


Section 2.04 Manuals and Documentation.


To the extent Visteon and VGTI possess Manuals and Documentation related to the Contributed Visteon Software and the Contributed Third Party Software, Visteon and VGTI shall provide such Manuals and Documentation to the Company.


Section 2.05 Transfer or Assignment of Contributed Software and Infringement Claims.


As soon as practicable after execution of this Software Agreement, and subject to the terms and conditions of this Agreement, Visteon, VGTI and the Company will (i) review and prepare proposed modifications to those contracts that are affected by the transfers provided in this Article 2. The Parties will then seek consent from any third party licensors affected by such proposed modifications, and, (ii) in accordance with any requirements of such third party licensors, shall take such actions as are necessary to establish and reflect the Company ownership, including transfer to the Company of the right to receive royalty payments where required.


4 Section 2.06 Consideration.


The contributions made pursuant to this Article 2 and the grant of the licenses set forth in Article 3 below to the Company are made by Visteon and VGTI pursuant to the obligations under the Contribution Agreement and in consideration set forth therein.


ARTICLE 3.
SOFTWARE LICENSES


Section 3.01 Licensed Visteon Owned Software.


Subject to Article 5 and Section 7.02 below, Visteon and VGTI hereby grant to the Company and the Company hereby accepts, a nonexclusive, paid-up, perpetual, royalty-free, worldwide, license or sublicense, severable and separately assignable only as permitted under the Section 3.04 herein, including the rights and license to use, perform, display, copy, obtain services and to prepare Derivative Works, to all Visteon Owned Software (other than Contributed Visteon Owned Software) ...