INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Intellectual Property License Agreement (this “Agreement”) is made and entered into as of November 30, 2006 by and between General Motors Corporation, a Delaware corporation, and those of its Vauxhall Motors Ltd., Opel Eisenach GmbH, Saab Automobile AB, Saturn Corporation and OnStar Corporation Subsidiaries who choose to join General Motors Corporation as a party to this Agreement pursuant to execution of an Opt-in Letter in the form of exhibits attached hereto and incorporated herein by reference (referred to collectively as “GM”), and GMAC LLC, a Delaware limited liability company (“Licensee”).
A. GM, directly and through its Subsidiaries, as defined in this Agreement, is a worldwide manufacturer, distributor, marketer, and seller of motor vehicles and related goods and services (“GM Products”).
B. Licensee is a worldwide diversified financial services company that directly, and through its Subsidiaries, provides automotive and non-automotive finance and lease, insurance, banking, mortgage lending, and other services to a variety of affiliated and unaffiliated, consumer and commercial customers.
C. GM and Licensee provide significant services and resources to each other. The transactions, relationships, interactions and dealings between GM and Licensee (“Dealings”) contribute significantly to the success of GM and Licensee, generally providing efficiencies and enhanced results for each of them, including business opportunities and referrals, data and resource sharing, economies of scale, leveraging staff expertise, and administrative conveniences. These efficiencies flow from, among other things, four aspects of their relationship: (1) the formal ownership structure that existed historically, resulting in tax, legal, and administrative efficiencies; (2) propinquity, familiarity, and common corporate culture and industry experience allowing informal and simplified interactions; (3) sound business practices, including economies of scale and leveraging of resources; and (4) their “shared” or “common” customers (i.e., GM dealers and purchasers of GM motor vehicles). Combined, these efficiencies result in highly valuable and significant organizational, operational, business and financial synergies. Although specific aspects of the Dealings entered into at arm’s length as described in this Agreement may benefit one party more than the other from time to time, these synergies produce net positive effects for GM and Licensee jointly, and for each company individually to a commensurate degree.
D. GM and Licensee have undertaken to formally document certain of the Dealings related to the material services provided by GM and its Subsidiaries to Licensee and its Subsidiaries and vice versa in several services agreements entered into concurrently herewith, including a Marketing Services Agreement, Dealer Financing Service Agreement, Consumer Financing Services Agreements, Remarketing Service Agreement, the European Cooperation Agreement and the Information Technology Agreement (each between GM and Licensee) and an Insurance Services Agreement (between GM and Licensee’s GMAC Insurance Holdings, Inc. subsidiary) and a Licensing and Co-operation Agreement dated 28 February 2002 (among GM Holden Ltd. Interleasing (Australia) Ltd and TVPR Pty Limited) (collectively “Services Agreements”).
E. GM and Licensee desire to grant to the other licenses and rights with respect to its trademarks and other intellectual property, subject to the terms and conditions provided in this Agreement.
In consideration of the promises and the mutual covenants and agreements and the representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GM and Licensee agree as follows:
The words in this Agreement have the meanings usually and customarily ascribed to them in commercial contracts, except that words that are capitalized have the respective meanings ascribed to such words below or elsewhere in this Agreement.
“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.
“Change in Control” means (i) Licensee beneficially owning (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, less than 20% of the total ordinary voting power of the capital stock of the Transferred Entity; or (ii) occupation of a majority of the seats on the board of directors of the Transferred Entity by individuals for whom neither Licensee nor its Subsidiaries voted in favor at the election of such directors or approved in writing before or at the time of their appointment by the board of directors.
“Consumer Financing Services Agreements” means the United States Consumer Financing Services Agreement, the International Consumer Financing Services Agreement, Nuvell Consumer Financing Services Agreement, and the Canada Consumer Financing Services Agreement between GM and Licensee.
“GM Trademarks” means trademarks and service marks owned by GM and licensed to Licensee under this Agreement as listed in Exhibit 1, attached hereto and incorporated herein by reference.
“Losses” means any and all claims, demands, causes of action, proceedings, losses, damages, expenses, liabilities (including strict liability), fines, penalties, deficiencies, judgments or costs, including reasonable accountants’ and attorneys’ fees, court costs, amounts paid in settlement, and costs and expenses of investigations.
“Nameplate Trademarks” means those GM Trademarks specifically identified in Exhibit I as the Nameplate Trademarks and in Opt-in Letters only upon execution by certain Subsidiaries of GM.
“Governmental Authority” means any international, supranational, national, federal, territorial, state, provincial, or local court, government, department commission, board, bureau, agency, official, or other regulatory, administrative or governmental authority.
“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any Governmental Authority.
“Subsidiary” means, with respect to any Person, any other Person of which a majority of the voting interests is owned, directly or indirectly, by such Person, except that in the case of GM, Subsidiary excludes Licensee and its Subsidiaries.
“Including”, “includes” and derivatives thereof means including or includes, as the case may be, without limitation.
Section 2.1 Compliance. GM and Licensee will comply, in all material respects, with all applicable laws and legal requirements in connection with their use of the trademarks and other intellectual property of the other party as contemplated by this Agreement.