Trade Name And Trademark License Agreement

TRADE NAME AND TRADEMARK LICENSE AGREEMENT


between


GULTON INDUSTRIES, INC.


and


MARK IV INDUSTRIES, INC.


Dated as of February 10, 1997 2
TRADE NAME AND TRADEMARK LICENSE AGREEMENT


TRADE NAME AND TRADEMARK LICENSE AGREEMENT (the "License Agreement"), dated as of February 10, 1997, between MARK IV INDUSTRIES, INC., a Delaware corporation ("Licensor"), and GULTON INDUSTRIES, INC., a Delaware corporation ("Licensee," and together with Licensor, the "Parties" or individually a "Party").


W I T N E S S E T H


WHEREAS, Licensor, Licensee, Mark IV PLC and Greenwich Street Audio, LLC are parties to a Purchase Agreement, dated as of December 12, 1996, and amended as of December 18, 1996 (the "Purchase Agreement"), providing, among other things, for execution and delivery of this License Agreement (capitalized terms used herein without definition shall have the meanings set forth in the Purchase Agreement);


WHEREAS, Licensor is the owner of, and, in connection with the Audio Products Business, has used directly or indirectly through its subsidiaries the trade names, service marks and trademarks "MARK IV", "MARK IV AUDIO CONTROL TECHNOLOGY", "MARK IV AUDIO SYSTEMS", "MARK IV AUDIO NORTH AMERICA", "MARK IV CINEMA SYSTEMS" and "MARK IV PRO AUDIO" (such names and marks, together with any and all common law rights pertaining thereto, are referred to collectively as the "Licensed Marks");


WHEREAS, Licensor desires to license to Licensee and Licensee desires to obtain the right for itself and any Audio Products Group Company to use the Licensed Marks in connection with the Audio Products Business on the terms set forth herein; 3
NOW, THEREFORE, in consideration of the foregoing premises, the mutual premises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


1. Grant of License


1.1 Grant. (a) Subject to the terms and conditions set forth in this License Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts, a nonexclusive royalty-free right and license, with the right to sublicense as permitted by this Section 1, of utilizing all rights of Licensor that exist on the date hereof in and to the Licensed Marks in any jurisdiction in the world in which Licensee conducts the Audio Products Business (the "Territory") as its trademarks, service marks and trade names, and the trademarks, service marks and trade names of any or all of the Audio Products Group Companies, for the purposes and the periods set forth in this Section 1.


(b) To the extent that any member of the Audio Products Group is, as of the date hereof, using either or both of the Licensed Marks as part of its corporate name, such Audio Products Group Company may continue to use such Licensed Mark as necessary or useful in connection with the conduct of its business until such time as the applicable corporate name change contemplated by Section 1.3 has been effected. In addition, to the extent any member of the Audio Products Group uses, as of the date hereof, either or both of the Licensed Marks on stationery, signage, invoices, receipts, forms, packaging, products, advertising, promotional materials, training and service literature and materials and similar items ("Marked Materials"), and to the extent either or both of the Licensed Marks appear on any inventory at the time of Closing, the Audio Products Group Companies may (i) use the existing supplies of such Marked Materials or (ii) sell such inventory without altering or modifying such Marked Materials or inventory or removing such trademarks, service marks, brand names or trade, cor-


2 4 porate or business names for a period of eighteen months after the Closing. With respect to tooling bearing either or both of the Licensed Marks, the Audio Products Group Companies may use such tooling to manufacture products of the Audio Products Business for a period of twelve months following the Closing and, thereafter, may sell any inventories of such products bearing such Licensed Mark until the earlier to occur of the following (x) such inventories are exhausted, or (y) 36 months after the Closing. If requested in writing by Licensor following the expiration of the time periods set forth in Section 1.3, Licensee will provide written confirmation of its compliance with the requirements of such Section .


(c) Licensee may grant a sublicense of any rights granted to Licensee hereunder to any Audio Products Group Company during the Term (as defined in Section 6.1 hereof), provided, however, that no sublicensee pursuant to this Section 1 shall be permitted to sublicense to any other party the rights granted to it, and provided, further, that any such permitted sublicensee shall be bound by the terms and conditions of this License Agreement and expressly shall acknowledge that Licensor is an intended third party beneficiary of such sublicense with respect to the ownership, validity and maintenance of the Licensed Marks and quality control and other restrictions on such sublicensee's use of the Licensed Marks.


1.2 Alternative Grant. In the event that the laws of a specific country in the Territory do not permit licensing of the Licensed Marks as contemplated herein (e.g., because such Licensed Marks are not subject to a trademark registration in such country), Licensor shall, at the request of Licensee, enter into an agreement expressly allowing Licensee to use the Licensed Marks on the terms and conditions of this License Agreement, to the extent such terms and conditions are applicable and legally permissible, and forebearing from objecting to any such use by Licensee of the Licensed Marks in such country as contemplated herein.


3 5
1.3 Restrictions on Use. Within 60 days of the Closing, Licensee shall change the corporate names of the Audio Products Group Companies organized in the United States so that such names do not include the Licensed Marks or any name confusingly similar to the Licensed Marks. Within 6 months of the Closing, Licensee shall change the corporate names of the Audio Products Group Companies organized outside the United States so that such names do not include the Licensed Marks or any name confusingly similar to the Licensed Marks.


1.4 Exceptions. Notwithstanding anything set forth in this License Agreement to the contrary, if, prior to the Closing Date, Licensor or any of the Audio Products Group Companies has licensed the Licensed Marks to any entity pursuant to terms that Licensee cannot rescind or terminate without payment or other costs or expenses, then, only with respect to such non-rescindable or non-terminable licenses, Licensee shall not be required to cease use of the Licensed Marks within the time periods otherwise specified herein.


2. Quality Standards and Control.


2.1 Quality Control. Licensee agrees to use the Licensed Marks in accordance with such ...