Trademark License Agreement

TRADEMARK LICENSE AGREEMENT


by and between


RITTENHOUSE FINANCIAL SERVICES, INC.


THE JOHN NUVEEN COMPANY


and


THE RITTENHOUSE TRUST COMPANY


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TABLE OF CONTENTS


Page
---- DEFINITIONS


"Affected Product" ................................................ 2
"Agreement" ....................................................... 2
"Claims" .......................................................... 2
"Corporate License" ............................................... 2
"Corporate Materials" ............................................. 2
"Corporate Trademarks" ............................................ 2
"Covered Area" .................................................... 2
"Effective Date" .................................................. 2
"Indemnified Party"................................................ 2
"Indemnifying Party" .............................................. 2
"Infringement" .................................................... 2
"Inter-Company Agreement" ......................................... 2
"Laws" ............................................................ 2
"Licensee" ........................................................ 2
"Licensor" ........................................................ 3
"Non-Competing Business" .......................................... 3
"Permitted Family Transferee" ..................................... 3
"Products" ........................................................ 3
"RFS Products" .................................................... 3
"RFS Trademarks" .................................................. 3
"RFS Trademark License" ........................................... 3
"Stock Purchase Agreement" ........................................ 3
"Transaction Agreements" .......................................... 3
"Trust Products" .................................................. 3
1. License Grant ..................................................... 3
2. Standards and Inspection .......................................... 4
3. Compliance with Laws .............................................. 6
4. Notification of Third-Party Inquiries ............................. 6
5. Goodwill .......................................................... 7
6. Title and Protection .............................................. 7
7. Indemnification ................................................... 9
8. Term and Termination .............................................. 12
9. Effect of Termination ............................................. 14


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Page


10. [Intentionally Omitted] ............................................. 15


11. Insurance ........................................................... 15
12. Disclaimer of Warranties and Representations
by Licensor ......................................................... 16


13. Notices ............................................................. 16


14. Section Order and Headings .......................................... 17


15. Governing Law ....................................................... 17


16. Specific Performance ................................................ 17


17. No Joint Venture .................................................... 17


18. Assignment or Sublicense ............................................ 17


19. Waiver .............................................................. 18


20. Severability ........................................................ 18


21. Entire Agreement .................................................... 18


22. Agreement for Parties' Benefit Only ................................. 18


Schedule A Corporate Trademarks Schedule B RFS Trademarks


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TRADEMARK LICENSE AGREEMENT


This Trademark License Agreement (hereinafter referred to as the "Agreement") is made and entered into as of August 31, 1997, between Rittenhouse Financial Services, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as "RFS" or the "Licensor"), The John Nuveen Company, a Delaware Corporation ("JNC") and The Rittenhouse Trust Company, a trust company and commercial bank organized under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as "RTC" or the "Licensee").


WHEREAS, Licensor is the owner of certain valuable trademarks referred to herein as the "RFS Trademarks"; and


WHEREAS, Licensor is the owner of certain valuable trademarks referred to herein as the "Corporate Trademarks" under which Licensee (which was at such time an affiliate of Licensor) has promoted and identified itself to the community at large and marketed, distributed and sold certain investment products and services; and


WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated July 14, 1997, among JNC, George W. Connell and Licensor, JNC is acquiring from George W. Connell on the date hereof all of the capital stock of Licensor; and


WHEREAS, the Licensee desires to use the RFS Trademarks and the Corporate Trademarks in connection with the NonCompeting Business (as defined herein) in the Covered Area (as defined herein); and


WHEREAS, subject to the terms and conditions contained herein, Licensor is willing to grant to Licensee the right and license to use the RFS Trademarks and Corporate Trademarks as provided herein.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee hereby agree as follows:


DEFINITIONS


Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement or such other document as specifically referenced.


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"Affected Product" shall have the meaning set forth in Section 8.d hereof.


"Agreement" shall have the meaning set forth in the preamble hereof.


"Claims" shall have the meaning set forth in Section 7.a hereof.


"Corporate License" shall have the meaning set forth in Section 1 hereof.


"Corporate Materials" means any buildings, signs, fixtures, vehicles, stationery, business cards, order forms, bills, brochures, advertising, marketing, promotional and other materials used by the Licensee in the conduct of any NonCompeting Business.


"Corporate Trademarks" means the trademarks identified on Schedule A hereto, and "Corporate Trademark" is any one of such trademarks.


"Covered Area" means the areas or regions within the United States set forth on Schedule F to the Inter-Company Agreement and any other area within the United States to the extent, and only to the extent, Licensee conducts the NonCompeting Business therein, including without limitation the marketing, distributing or selling Trust Products in such area.


"Effective Date" shall have the meaning set forth in Section 8.a hereof.


"Indemnified Party" shall have the meaning set forth in Section 7.d hereof.


"Indemnifying Party" shall have the meaning set forth in Section 7.d hereof.


"Infringement" shall have the meaning set forth in Section 6.c hereof.


"Inter-Company Agreement" means that certain InterCompany Agreement, dated as of August 31, 1997, by and among Licensee, Licensor, JNC and George W. Connell.


"Laws" shall have the meaning set forth in Section 8.h hereof.


"Licensee" shall have the meaning set forth in the preamble hereof.


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"Licensor" shall have the meaning set forth in the preamble hereof.


"Non-Competing Business" shall have the meaning set forth in the Inter-Company Agreement.


"Permitted Family Transferee" shall have the meaning set forth in the Inter-Company Agreement.


"Products" means all investment products and services, including without limitation managed account investment advisory and broker-dealer services, and all other products and services whether or not heretofore or hereafter marketed, distributed or sold by Licensor or Licensee, and "Product" is any one of such products of services.


"RFS Trademarks" means the trademarks identified on Schedule B hereto, and "RFS Trademark" is any one of such trademarks.


"RFS Trademark License" shall have the meaning set forth in Section 1 hereof.


"Stock Purchase Agreement" shall have the meaning set forth in the recitals hereof.


"Transaction Agreements" shall have the meaning set forth in the Stock Purchase Agreement.


"Trust Products" are Products which may be marketed, distributed or sold by or on behalf of Licensee in the NonCompeting Business (as defined in the Inter-Company Agreement).


1. LICENSE GRANT


Licensor hereby grants to the Licensee, and Licensee hereby accepts, a fully paid-up, non-assignable (subject to Section 18 hereof), exclusive right and license to use the RFS Trademarks (the "RFS Trademark License") and the Corporate Trademarks (the "Corporate License") in connection with the Non-Competing Business in the Covered Area, including without limitation the marketing, distribution and sale by the Licensee, including through agents, of Trust Products and Corporate Materials in the Covered Area, and in the case of the Corporate Trademarks the use of the Corporate Trademarks in its corporate name and/or as a symbol of corporate identity in the Covered Area, subject in each case to the term and termination provisions set forth in Section 8 hereof and the terms and conditions set forth in this Section 1. In consideration for the grant of the RFS Trademark License and the Corporate License,


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the Licensee shall pay to Licensor, JNC or an affiliate of JNC $500,000 on the second Business Day following the date hereof in immediately available funds by wire transfer in lawful money of the United States of America to an account designated by the Licensor, which payment obligation shall survive any termination of this Agreement or any curtailment, limitation, suspension or termination of Licensee's rights hereunder. Each of the RFS Trademark License and the Corporate License are subject to the following terms and conditions:


a. The Licensee may use the RFS Trademarks and the Corporate Trademarks in connection with Trust Products and any Corporate Materials related thereto used in the Non-Competing Business in such form and manner as currently used by Licensee, and in such other forms and manners as is permitted by Section 2.


b. The Licensee shall have no right to use any RFS Trademark or Corporate Trademark or any reproduction, counterfeit, copy or colorable imitation thereof, or otherwise to deal in or with any RFS Trademark or Corporate Trademark or any reproduction, counterfeit, copy or colorable imitation thereof, other than as expressly granted in this Agreement.


C. Nothing in this Agreement shall be construed to prevent Licensor from using or granting any other license or right to market, distribute or sell services or products under or from otherwise utilizing or exploiting the "Rittenhouse" name or trademark or other name or trademark, other than the RFS Trademarks and the Corporate Trademarks.


d. Without the prior written consent of Licensor, Licensee shall not use or exploit any RFS Trademark or Corporate Trademark outside of the Covered Area.


e. Licensor shall not use or exploit, or agree to permit any third party to use or exploit, the RFS Trademarks or the Corporate Trademarks.


2. STANDARDS AND INSPECTION


a. Licensor and Licensee acknowledge and agree that Licensor monitors and controls the standards that are maintained with respect to the marketing, distribution and sale of Products (whether by Licensor or any Affiliate of Licensor). In accordance with the terms of this Section 2, the Licensee acknowledges its obligation to maintain its standards with respect to the marketing, distribution and sale of Trust Products and the use of Corporate Materials, the standards for which


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shall be at least equal to those standards maintained by Licensee for the same immediately prior to the date hereof.


b. Prior to Licensee's introduction or sale of any substantially new Trust Product not previously approved in writing by Licensor, Licensee shall submit to Licensor, for Licensor's written approval, (i) a written description in reasonable detail of such substantially new Trust Product and, upon the request of Licensor (which must be made by Licensor within five business days of the receipt by Licensor of the request for approval of such substantially new Trust Product), any or all information relating to such substantially new Trust Product (but only to the extent that such information is reasonably related to Licensor's quality standards under this Agreement; and in any case such information to be held confidential and not used by Licensor for any purpose other than its review hereunder), and (ii) specimens or new mechanical artwork for Corporate Materials that Licensee intends to use with such substantially new Trust Product. After Licensor has rendered its written approval (which may be withheld only if such substantially new Trust Product or Corporate Material would (x) fall below the standards set forth in Section 2.a hereof or (y) be likely to cause market confusion or be materially misleading to the relevant purchasing or investing public, associate an RFS Trademark or Corporate Trademark with a product or service other than a Trust Product, be materially derogatory to Licensor or any of its Affiliates or any other Person, or otherwise materially reflect negatively on or materially adversely affect Licensor or any of its Affiliates or any RFS Trademark or Corporate Trademark), the then-approved Trust Products and Corporate Materials shall be the standard for such Trust Products and Corporate Materials marketed, distributed or sold thereafter.


c. Without the prior written approval of Licensor, Licensee shall not use any RFS Trademark or Corporate Trademark in connection with any Trust Products or any Corporate Materials that deviate substantially from the approved standard.


d. Licensor acknowledges that if Licensor does not express its disapproval of any Corporate Materials within ten (10) business days, or any substantially new Trust Product within twenty (20) business days, of the receipt of written notice and description thereof (and substantially all of the information requested pursuant to Section 2.b hereof), Licensor shall be deemed to have given Licensee its written approval thereof. If Licensor does not approve any such Trust Products or Corporate Materials, the reason for disapproval shall be explained in writing to Licensee.


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e. From time to time (but not more often than semiannually), at Licensor's reasonable written request and at its expense, Licensee shall submit to Licensor a list and summary description of all Trust Products and Corporate Materials then used, marketed, distributed or sold by Licensee to the extent such Trust Products or Corporate Materials have not been included on a prior list provided to Licensor in response to an earlier request under this Section 2.e.


f. The Licensee acknowledges and agrees that Licensor may inspect, or cause to be inspected, at reasonable times during normal business hours and upon reasonable notice (but not more often than (x) annually during such time as Licensor and Licensee are sharing office space or (y) semi-annually during such time as Licensor and Licensee are not sharing office space), each of Licensee's facilities at which Trust Products are ...