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Intellectual Property Agreement

This is an actual contract by Plains Resources.

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Sectors: Energy
Governing Law: Texas, View Texas State Laws
Effective Date: July 03, 2002
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EXHIBIT 10.8


INTELLECTUAL PROPERTY AGREEMENT


by and between


PLAINS RESOURCES INC.


and


PLAINS EXPLORATION & PRODUCTION COMPANY, L.P.


Dated as of
July 3, 2002


INTELLECTUAL PROPERTY AGREEMENT


THIS INTELLECTUAL PROPERTY AGREEMENT (the "Agreement") is entered into as of July _____, 2002 (the "Effective Date"), by and between Plains Resources Inc., a Delaware corporation ("Plains" and, along with Spinco, the "Parties"), and Plains Exploration & Production Company, L.P., a California limited partnership ("Plains Exploration"). Undefined capitalized terms herein are defined in the Master Separation Agreement, dated as of the Effective Date, by and between the Parties and the other signatories thereto (the "Separation Agreement").


RECITALS


WHEREAS, Plains is the owner at common law of, or has rights under common law in, certain trade names, trademarks, service marks and associated goodwill (the "Trademarks"), as set forth on Schedule A attached hereto, in relation to the Plains Business and the Spinco Business; and


WHEREAS, Plains and Spinco have entered into the Separation Agreement to provide for, among other things, the Separation and Distribution; and


WHEREAS, Plains desires to transfer and assign to Spinco all of Plains' right, title and interest in and to the Trademarks and the goodwill associated with the Trademarks, and Spinco desires to own and use the Trademarks in connection with the Spinco Business; and


WHEREAS, Plains desires to use the trademarks set forth on Schedule B (the "Plains Marks") in connection with the Plains Business, and Spinco is willing to grant to Plains the right to use the Plains Marks in connection with the Plains Business, subject to the terms and conditions of this Agreement.


NOW THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the Parties hereto agree as follows:


ARTICLE I.
TRANSFER OF TRADEMARKS; GRANT OF LICENSE


1.1 Plains hereby transfers and assigns to Spinco all of Plains' right, title and interest in and to the Trademarks, the goodwill associated with the Trademarks, and the right to recover for past infringement of the right, title, and interest in and to the Trademarks.


1.2 Spinco hereby grants to Plains, and Plains hereby accepts, a worldwide, perpetual, fully-paid-up, royalty-free license to use the Plains Marks in connection with the Plains Business, subject to the limitations set forth in this Agreement. Spinco agrees not to license the Plains Marks for any purpose to any Person other than Plains.


1.3 The grant of license in Section 1.2 includes the right for Plains to grant sublicenses within the scope of such license to Plains' Subsidiaries, but only for so long as each remains a Subsidiary of Plains.


1.4 Except as provided in this Article I, all licenses granted herein shall be nontransferable and nonassignable without Spinco's prior written consent.


ARTICLE II.
OWNERSHIP AND USE OF THE PLAINS MARKS


2.1 Plains acknowledges that Spinco owns the Plains Marks and all rights therein and that, except as provided in Section 1.2, nothing in this Agreement shall give Plains any right, title or interest in or to the Plains Marks.


2.2 Plains agrees that it will do nothing inconsistent with Spinco's ownership of the Plains Marks and shall not claim adversely to Spinco, or assist any third party in attempting to claim adversely to Spinco, with regards to such ownership. Plains agrees that it will not challenge the title of Spinco to the Plains Marks, oppose any registration thereof, or challenge the validity of this Agreement or the licenses granted herein. Furthermore, Plains will not register, nor attempt to register, any trade name or trademark that, in whole or in part, incorporates or is confusingly similar to the Plains Marks, and use of the Plains Marks by Plains and sublicensees of Plains shall inure to the benefit of Spinco.


2.3 Plains' use of the Plains Marks must be in accordance with the design standards for style, design, color, and form as established by Spinco (the "Design Standards").


2.4 Plains shall not use the Plains Marks in connection with any business activity unrelated to the Plains Business.


2.5 Notwithstanding the license granted herein and any of the provisions hereof, no rights nor licenses are granted to Plains with respect to any other trademark, service mark, and/or trade name not listed on Schedule B.


2.6 Plains agrees to assist Spinco in recording this Agreement with appropriate Governmental Authorities where such recording is required by law or regulation or where such recording is permitted or desired by Spinco.


2.7 All costs associated with recording this Agreement, the license granted herein and registering, maintaining, or renewing the Plains Marks used solely by Plains shall be borne by Plains. All costs associated with registering, maintaining or renewing any Plains Marks also used by Spinco shall be borne by Spinco.


2


ARTICLE III.
QUALITY PROVISIONS


3.1 Plains agrees that the nature and quality of all of Plains' products and services bearing or offered in connection with the Plains Marks shall conform to the standards set by and under the control of Spinco (hereinafter, the "Quality Standards"). Such Quality Standards shall be reasonable and shall be at least equal in quality to the Plains products and services sold by Plains prior to the Separation.


3.2 To enable Spinco to ensure that use of the Plains Marks conforms to the Design Standards and that Plains' products and services bearing or offered in connection with the Plains Marks conform to the Quality Standards, Plains shall (a) deliver to Spinco, upon Spinco's request and without charge to Spinco, representative samples of products, labels, containers, advertisements, catalogs, letterhead, and the like, bearing or containing the Plains Marks; and (b) upon reasonable notice to Plains by Spinco, permit Spinco to inspect Plains' facilities where products bearing the Plains Marks are made.


3.3 Plains shall comply with all applicable laws and regulations and shall obtain all appropriate governmental or regulatory approvals pertaining to the sale, distribution and/or advertising of Plains products and services offered in connection with the Plains Marks.


3.4 Any Plains products and services intended
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