Exhibit 10.10


 


INTELLECTUAL
PROPERTY CROSS LICENSE


 


This INTELLECTUAL PROPERTY CROSS LICENSE (“Agreement”)
dated as of
                       ,
2004, is entered into by GENERAL ELECTRIC COMPANY, a New York corporation (“GE”)
and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).  GE and Genworth are sometimes referred to
herein as a “party” or collectively as the “parties”.


 


PRELIMINARY STATEMENTS


 


A.                                   GE,
General Electric Capital Corporation, GE Financial Assurance Holdings, Inc.,
GEI, Inc., and Genworth entered into a Master Agreement, dated
           , 2004 (“Master
Agreement”).


 


B.                                     The
Master Agreement requires the execution and delivery of this Agreement by the
parties at the Closing.


 


C.                                     GE
and its Affiliates control certain Intellectual Property and desire to license
certain Intellectual Property, including, without limitation, patent rights, to
Genworth and its Affiliates.


 


D.                                    Genworth
and its Affiliates control certain Intellectual Property and desire to license
certain Intellectual Property, including, without limitation, patent rights, to
GE and its Affiliates.


 


E.                                      The
parties desire to avoid any adverse effect on the GENIUS®
Applications that may result from the filing and prosecution of
continuation-in-part and divisional patent applications based on the GENIUS®
Applications.


 


NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties, intending to be legally bound, hereby agree as
follows:


 


ARTICLE
I

Definitions


 


Section 1.01.        Certain
Defined Terms.


 


(a)           Unless otherwise defined herein, all
capitalized terms used herein shall have the same meaning as in the Master
Agreement.


 


(b)           The following capitalized terms used
in this Agreement shall have the meanings set forth below:


 


“Applications” means the
GENIUS® Applications and the GE Applications.


 


“Bankruptcy Code”
has the meaning set forth in Section 2.05.


 

















 


“CIP” has the meaning set
forth in Section 4.03.


 


“CIP Applications” has the
meaning set forth in Section 4.03.


 


“Control” or “Controlled”
means, with respect to any Intellectual Property, the right
to grant a license or sublicense to such Intellectual Property as provided for
herein without (i) violating the terms of any agreement or other arrangement
with any third party, (ii) requiring any consent, approvals or waivers from any
third party, or any breach or default by the party being granted any such
license or sublicense being deemed a breach or default affecting the rights of
the party granting such license or sublicense or (iii) requiring the payment of
material compensation to any third party.


 


“Divisional Applications”
has the meaning set forth in Section 4.03.


 


“Electronic
Materials” has
the meaning set forth in Section 2.09.


 


“ERC
IP” has the meaning set forth in Schedule C.


 


“GE Accounting
Policies” means GE’s accounting policies and related
documentation, which are clarifications of U.S. GAAP, pursuant to which GE
keeps its books and records and prepares consolidated financial statements.


 


“GEAM
IP” has the meaning set forth in Schedule C.


 


“GE
Applications” has the meaning set forth in Section 4.03.


 


“GECIS
IP” has the meaning set forth in Schedule C.


 


“GE Intellectual Property” means
Intellectual Property that is (x) Controlled by the GE Group as of the Closing
Date or the date it is assigned to the GE Group pursuant to the Master
Agreement and (y) in use, held for use or contemplated to be used by the
Genworth Group as of the Closing Date or the date of such assignment, but
specifically excludes (i) Intellectual Property assigned to Genworth and/or its
Affiliates under the Master Agreement, (ii) GE Materials and (iii) Intellectual
Property obtained by Genworth for GE and its Affiliates pursuant to Section
3.01(b) of the Transition Services Agreement. 
“GE
Intellectual Property” includes, without limitation, the
Intellectual Property set forth on Schedule A to the extent such
Intellectual Property is in use, held for use or contemplated to be used by the
Genworth Group as of the Closing Date or the date of such assignment and is
Controlled by the GE Group as of the Closing Date or the date of such
assignment.


 


“GE Materials”
means, collectively, the GE Accounting Policies, Policies and other materials
of the GE Group described in Article III.


 


“GE
Services” has the meaning set forth in the Transition Services
Agreement.


 


2

















 


“GENIUS®
Applications”
has the meaning set forth in Section 4.03.


 


“Genworth Intellectual Property” means
Intellectual Property that is (i) (x) Controlled by the Genworth Group as of
the Closing Date or the date it is assigned to the Genworth Group pursuant to
the Master Agreement and (y) in use, held for use or contemplated to be used by
the GE Group as of the Closing Date or the date of such assignment.  “Genworth Intellectual Property” includes,
without limitation, the Intellectual Property set forth on Schedule B to
the extent such Intellectual Property is in use, held for use or contemplated
to be used by the GE Group as of the Closing Date or the date of such assignment
and is Controlled by the Genworth Group as of the Closing Date or the date of
such assignment.


 


“Intellectual
Property” means all of the following, whether protected,
created or arising under the laws of the United States or any other foreign
jurisdiction: (i) patents, patent applications (along with all patents issuing
thereon), statutory invention registrations, divisions, continuations,
continuations-in-part, substitute applications of the foregoing and any
extensions, reissues, restorations and reexaminations thereof, and all rights
therein provided by international treaties or conventions, (ii) copyrights,
mask work rights, database rights and design rights, whether or not registered,
published or unpublished, and registrations and applications for registration
thereof, and all rights therein whether provided by international treaties or
conventions or otherwise, (iii) trade secrets, (iv) intellectual property
rights arising from or in respect of Technology and (v) all other applications
and registrations related to any of the intellectual property rights set forth
in the foregoing clauses (i) — (iv) above. 
As used in this Agreement, the term “Intellectual Property”
expressly excludes (x) trademarks, service marks, trade dress, logos and other
identifiers of source, including all goodwill associated therewith and all
common law rights, registrations and applications for registration thereof, and
all rights therein provided by international treaties or conventions, and all
reissues, extensions and renewals of any of the foregoing and (y) intellectual
property rights arising from or in respect of domain names, domain name
registrations and reservations.


 


“Improvement” means
any modification, derivative work or improvement of any Technology.


 


“Licensed Products and Services”
means those products and services that use, practice or incorporate the
Licensor’s Intellectual Property.


 


“Licensee” means a Person
receiving a license or sublicense under this Agreement.


 


“Licensor” means a Person
granting a license or sublicense under this Agreement.


 


“Policies” has the
meaning set forth in Section 3.03.


 


“Prime Directive” has the
meaning set forth in Section 4.03.


 


“Prosecution Guidelines”
has the meaning set forth in Section 4.03.


 


3

















 


“Restriction Requirements”
has the meaning set forth in Section 4.03.


 


“Secondary  Directive” has the meaning set forth in
Section 4.03.


 


“Services”
has the meaning set forth in the Transition Services Agreement.


 


“Software” means the
object and source code versions of computer programs and sufficient associated
documentation, training materials and configurations to use and modify such
programs, including programmer, administrator, end user and other
documentation.


 


“Subsequent Applications” has
the meaning set forth in Section 4.03.


 


“Technology”
means, collectively, all designs, formulas, algorithms, procedures, techniques,
ideas, know-how, Software, programs, models, routines, databases, tools,
inventions, creations, improvements, works of authorship, and all recordings,
graphs, drawings, reports, analyses, other writings, and any other embodiment
of the above, in any form, whether or not specifically listed herein.


 


“Transition
Services Agreement” means the Transition Services Agreement dated
                   ,
2004, by and among GE, General Electric Capital Corporation, GEI, Inc., GE
Financial Assurance Holdings, Inc. and Genworth.


 


“USPTO” has the meaning
set forth in Section 4.03.


 


ARTICLE
II

License Grant


 


Section 2.01.        Grant from GE to Genworth and its Affiliates.


 


(a)           GE hereby grants, and shall cause its
Affiliates to grant, to Genworth and its Affiliates a non-exclusive,
irrevocable, royalty-free, fully paid up, worldwide, perpetual right and
license, with no right to sublicense except as provided herein, under the GE
Intellectual Property:  (i) to allow
employees, directors and officers of Genworth and its Affiliates to use and
practice the GE Intellectual Property for internal purposes, (ii) to make, have
made, use, sell, have sold, import, and otherwise commercialize Licensed
Products and Services and (iii) to create Improvements in accordance with
Section 2.04.


 


(b)           Genworth and its Affiliates may grant
sublicenses of the right and license granted under this Section 2.01 to an
acquiror of any of the businesses, operations or assets of Genworth or its
Affiliates to which this Agreement relates, which acquiror executes an
agreement to be bound by all obligations of Genworth and its Affiliates under
this Agreement relating to such right and license (a copy of which agreement is
provided to GE).


 


(c)           Subject to the terms and conditions
of Article VI, Genworth and its Affiliates may permit their suppliers,
contractors and consultants to exercise the right and license


 


4

















 


granted
to Genworth and its Affiliates under this Section 2.01 on behalf of and at the
direction of Genworth and its Affiliates (and not solely for the benefit of
such suppliers, contractors and consultants).


 


(d)           Subject to the terms and conditions
of Article VI, Genworth and its Affiliates may permit employees (including
contract employees), directors and officers of their customers and suppliers in
the ordinary course of
Genworth’s business (and not Persons who are customers or suppliers merely to
access and use the GE Intellectual Property) to use training and
productivity-enhancing Software and documentation that is subject to the right
and license granted under this Section 2.01 and is for general use by customers
and suppliers, provided that Genworth’s or its Affiliates’ purpose in
permitting such use is to benefit the business of Genworth or its Affiliates,
provided further that such customers and suppliers may not use any such
Software and documentation in advertising, publicity or marketing activities
without GE’s prior written approval, which approval will not be unreasonably
withheld.


 


(e)           With respect to the GE Intellectual Property set forth on Schedule C,
the right and license granted to Genworth and its Affiliates under this
Section 2.01 shall be further subject
to the terms and conditions set forth on Schedule C.


 


Section 2.02.        Grant from Genworth to GE and its Affiliates.


 


(a)           Genworth hereby grants, and shall
cause its Affiliates to grant, to GE and its Affiliates a non-exclusive,
irrevocable, royalty-free, fully paid up, worldwide, perpetual right and
license, with no right to sublicense except as provided herein, under the
Genworth Intellectual Property:  (i) to
allow employees, directors and officers of GE and its Affiliates to use and
practice the Genworth Intellectual Property for internal purposes, (ii) to
make, have made, use, sell, have sold, import, and otherwise commercialize
Licensed Products and Services and (iii) to create Improvements in accordance
with Section 2.04.


 


(b)           GE and its Affiliates may grant
sublicenses of the right and license granted under this Section 2.02 to an
acquiror of any of the businesses, operations or assets of GE or its Affiliates
to which this Agreement relates, which acquiror executes an agreement to be
bound by all obligations of GE and its Affiliates under this Agreement relating
to such right and license (a copy which agreement is provided to Genworth).


 


(c)           Subject to the terms and conditions
of Article VI, GE and its Affiliates may permit their suppliers, contractors
and consultants to exercise the right and license granted to GE and its
Affiliates under this Section 2.02 on behalf of and at the direction of GE and
its Affiliates (and not solely for the benefit of such suppliers, contractors
and consultants).


 


(d)           Subject to the terms and conditions
of Article VI, GE and its Affiliates may permit employees (including contract
employees), directors and officers of their customers and suppliers in the
ordinary course of GE’s
business (and not Persons who are customers or suppliers merely to access and
use the Genworth Intellectual Property) to use training and
productivity-enhancing Software and documentation that is subject to the right
and license granted under this Section 2.02 and is for general use by customers
and suppliers, provided that GE’s or its Affiliates’ purpose in permitting such
use is to benefit the business of GE or its


 


5

















 


Affiliates, provided further that such customers and
suppliers may not use any such Software and documentation in advertising,
publicity or marketing activities without Genworth’s prior written approval,
which approval will not be unreasonably withheld.


 


Section 2.03.        Third
Party Licenses. 
To the extent that any Intellectual Property owned by a third party is
licensed under Sections 2.01 or 2.02, such Intellectual Property shall be
subject to all of the terms and conditions of the relevant agreement between
the Licensor and such third party pursuant to which such Intellectual Property
has been licensed.


 


Section 2.04.        Improvements.  Improvements made after the Closing Date
shall be owned by the party making such Improvement, or on whose behalf such
Improvement was made, and, as between the parties, such party shall own all
Intellectual Property rights in such Improvement.  For the avoidance of doubt, (i) such party shall not own any
Intellectual Property rights licensed to such party hereunder and (ii) such
party may freely assign or license such Improvements but shall not have the
right to assign any Intellectual Property of the other party and shall only
have the right to sublicense Intellectual Property of the other party as
expressly set forth herein.  No rights
are granted to either party to any Improvements made by, or on behalf of, the
other party under the Intellectual Property licensed hereunder to the extent
such Improvement was made after the Closing Date.


 


Section 2.05.        Section 365(n) of the Bankruptcy Code.  All rights and licenses granted under this
Agreement are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual
property” as defined under Section 101(35A) of the Bankruptcy Code. The parties
shall retain and may fully exercise all of their respective rights and
elections under the Bankruptcy Code.


 


Section 2.06.        Customers.  Each party agrees that it will use
reasonable efforts to not knowingly bring any legal action or proceeding
against, or otherwise communicate with, any customer of the other party with
respect to any alleged infringement, misappropriation or violation of any
Intellectual Property of such party licensed hereunder based on such customer’s
use of the other party’s products or services without first providing the other
party written notice of such alleged infringement, misappropriation or
violation.


 


Section 2.07.        Reservation of Rights.  All rights not expressly granted by a party
hereunder are reserved by such party. 
Without limiting the generality of the foregoing, the parties expressly
acknowledge that nothing contained herein shall be construed or interpreted as
a grant, by implication or otherwise, of any licenses other than the licenses
expressly set forth in this Article 2. 
The licenses granted in Sections 2.01 and 2.02 are subject to, and
limited by, any and all licenses, rights, limitations and restrictions with
respect to, as applicable, the GE Intellectual Property and the Genworth Intellectual
Property previously granted to or otherwise obtained by any third party that
are in effect as of the Closing.


 


Section 2.08.        Cooperation
Regarding Restrictions and Limitations Applicable to Licensed Intellectual
Property.


 


6

















 


(a)           Until two (2) years after the Trigger
Date, at the request of Genworth, GE agrees to, and to cause GE’s Affiliates
to, use commercially reasonable, good faith efforts to provide Genworth such
copies of agreements (subject to any confidentiality restrictions that would
prevent disclosure of such agreements) or other information that are sufficient
to inform Genworth about any limitations or restrictions on the use and
sublicensing of the GE Intellectual Property set forth on Schedule A
hereto or other specific GE Intellectual Property identified by Genworth in
writing to GE, which has not already been provided to the Genworth Group and
which is not otherwise in the Genworth Group’s possession.  GE and its Affiliates shall not have any
liability to Genworth and its Affiliates resulting or arising from the failure
or inability to provide such agreements or information, and Genworth and its
Affiliates shall not have any liability to GE and its Affiliates under this
Agreement for failing to comply with limitations and/or restrictions on the use
and sublicensing of GE Intellectual Property of which the Genworth Group did
not have actual or constructive knowledge. 
Notwithstanding anything in this Agreement or the Master Agreement to the
contrary, GE and its Affiliates shall not indemnify, defend or hold Genworth
Group or its Affiliates harmless with respect to any Liabilities to any third
party arising out of, or resulting from, any Intellectual Property of such
third party licensed from GE or its Affiliates hereunder.


 


(b)           Until two (2) years after the Trigger
Date, at the request of GE, Genworth agrees to, and to cause Genworth’s
Affiliates to, use commercially reasonable, good faith efforts to provide GE
such copies of agreements (subject to any confidentiality restrictions that
would prevent disclosure of such agreements) or other information that are
sufficient to inform GE about any limitations or restrictions on the use and
sublicensing of the Genworth Intellectual Property set forth on Schedule B
hereto or other specific Genworth Intellectual Property identified by GE in
writing to Genworth, which has not already been provided to the GE Group and
which is not otherwise in the GE Group’s possession.  Genworth and its Affiliates shall not have any liability to GE
and its Affiliates resulting or arising from the failure or inability to
provide such agreements or information, and GE and its Affiliates shall not
have any liability to Genworth and its Affiliates under this Agreement for
failing to comply with limitations and/or restrictions on the use and
sublicensing of Genworth Intellectual Property of which the GE Group did not
have actual or constructive knowledge. 
Notwithstanding anything in this Agreement or the Master Agreement to
the contrary, Genworth and its Affiliates shall not indemnify, defend or hold
GE or its Affiliates harmless with respect to any Liabilities to any third
party arising out of, or resulting from, any Intellectual Property of such
third party licensed from Genworth or its Affiliates hereunder.


 


Section 2.09.        Delivery
of Software.


 


(a)           Until the expiration of two (2) years
from the Trigger Date, either party may request one (1) copy of Software or
other electronic content maintained on the other party’s intranet or other
computer network (“Electronic Materials”) that (i) is subject
to the license granted to such requesting party under this Article II, (ii) has
not already been provided to the requesting party, (iii) is not otherwise in
the requesting party’s possession and (iv) is not used to provide any GE
Services or Company Services, as the case may be, to the requesting party or
its Affiliates under the Transition Services Agreement, provided that if such
requesting party has access to such intranet or computer network, such
requesting party has first used commercially reasonable efforts to obtain such
Software or Electronic Materials directly from such intranet or


 


7

















 


computer
network prior to making such request. 
Subject to Section 2.03, the delivering party shall make available or
deliver to the requesting party a copy of any such Software or Electronic
Materials that is in existence at the time of such request and current as of
the Closing Date; provided, however, that the delivering party
may, at its sole discretion, make available or deliver a version of such
Software and Electronic Materials that is current on or about the date of such
request and includes upgrades, updates and other modifications made to such
Software and Electronic Materials since the Closing Date.  Any upgrades, updates or other modifications
to Software and Electronic Materials that are made available or delivered to
the requesting party pursuant to this Section 2.09 and Controlled by the
delivering party as of the date they are made available or delivered shall be
deemed to be GE Intellectual Property if made available or delivered by GE or
its Affiliates, or Genworth Intellectual Property if made available or
delivered by Genworth or its Affiliates, notwithstanding that such upgrades,
updates or other modifications were not used, held for use or contemplated to
be used by the receiving party as of the Closing Date or Controlled by the
delivering party as of the Closing Date.


 


(b)           All Software, Electronic Materials
and upgrades, updates or other modifications thereto required to be made
available to or delivered to a Licensee pursuant to Section 2.09(a), will be
delivered by the Licensor to the Licensee electronically, or with the assistance
of the Licensor, downloaded by the Licensee from the Internet, provided that
the Licensee complies with all reasonable security measures implemented by the
Licensor.


 


Section 2.10.        Taxes.


 


(a)           Each party shall be responsible for
any personal property taxes on property it or any of its Affiliates owns or
leases, for franchise and privilege taxes on its or its Affiliates’ business,
and for taxes based on its or its Affiliates’ net income or gross receipts.


 


(b)           Genworth and its Affiliates may
report and (as appropriate) pay any sales, use, excise, value-added, services,
consumption, and other taxes and duties (collectively, “Taxes”) for which Genworth
and its Affiliates are responsible pursuant to Section 2.10(a) directly if
Genworth provides GE with a direct pay or exemption certificate.


 


(c)           GE and its Affiliates may report and
(as appropriate) pay any Taxes for which GE and its Affiliates are responsible
pursuant to Section 2.10(a) directly if GE provides Genworth with a direct pay
or exemption certificate.


 


(d)           Each party agrees to cooperate with
the other party to enable each to more accurately determine its and its
Affiliates’ own tax liability and to minimize such liability to the extent
legally permissible.


 


(e)           GE shall promptly notify Genworth of
any claim for Taxes asserted by applicable taxing authorities for which
Genworth or any of its Affiliates is alleged to be financially responsible
hereunder.  GE shall coordinate with
Genworth the response to and settlement of any such claim.  Notwithstanding the above, Genworth’s and
its Affiliates’ liability for such Taxes is conditioned upon GE providing
Genworth notification within twenty (20) business days of receiving any
proposed assessment of any additional Taxes, interest or penalty due by GE or its
Affiliates.


 


8

















 


(f)            Genworth shall promptly notify GE of
any claim for Taxes asserted by applicable taxing authorities for which GE or
its Affiliates is alleged to be financially responsible hereunder.  Genworth shall coordinate with GE the
response to and settlement of any such claim. 
Notwithstanding the above, GE’s and its Affiliates’ liability for such
Taxes is conditioned upon Genworth providing GE notification within twenty (20)
business days of receiving any proposed assessment of any additional Taxes,
interest or penalty due by Genworth or its Affiliates.


 


(g)           Genworth and its Affiliates shall be
entitled to receive and to retain any refund of Taxes paid by Genworth or its
Affiliates to GE or its Affiliates pursuant to this Agreement.  In the event GE or its Affiliates shall be
entitled to receive a refund of any such Taxes, GE shall promptly pay, or cause
the payment of, such refund to Genworth.


 


(h)           GE and its Affiliates shall be
entitled to receive and to retain any refund of Taxes paid by GE or its
Affiliates to Genworth or its Affiliates pursuant to this Agreement.  In the event Genworth or its Affiliates
shall be entitled to receive a refund of any such Taxes, Genworth shall
promptly pay, or cause the payment of, such refund to GE.


 


ARTICLE
III

GE
MATERIALS


 


Section 3.01.        Prior
to the Trigger Date.  Prior
to the Trigger Date, GE shall permit Genworth and its Affiliates to use the GE
Materials in accordance with GE’s standard policies, procedures and guidelines
for use thereof by its Subsidiaries.


 


Section 3.02.        Accounting
Policies.


 


(a)           On and after the Trigger Date, GE
shall permit Genworth and its Affiliates to use the GE Accounting Policies for
historical purposes of Genworth and its Affiliates.  On and after the Trigger Date, GE shall permit Genworth and its
Affiliates to use the GE Accounting Policies with the modifications required by
Section 3.02(b) (“Genworth Accounting Policies”) for the
accounting and reporting purposes of Genworth and its Affiliates.  Genworth and its Affiliates may create (and
their respective contractors may create on their behalf), and Genworth and its
Affiliates shall own, derivative works and modifications of the Genworth Accounting
Policies.  The Genworth Accounting
Policies used by Genworth and its Affiliates may be (i) used by Genworth’s and
its Affiliates’ employees (including contractors), auditors, accountants and
financial advisors, (ii) disclosed as required by applicable Law and (iii) used
by an acquiror of Genworth or its Affiliates or any of the businesses,
operations or assets of Genworth or its Affiliates to which this Agreement
relates, provided that such acquiror executes an agreement to be bound by all
obligations of Genworth and its Affiliates under this Agreement relating to
such Genworth Accounting Policies (a copy of which agreement is provided to GE)
provided further that such acquiror shall be limited to use of such Genworth
Accounting Policies solely in connection with such businesses, operations or
assets (and not any other businesses, operations or assets of the
acquiror).  It is understood and agreed
that GE makes no representation or warranty as to the suitability of the GE
Accounting Policies for use by Genworth and its Affiliates or any of their
respective divested businesses.


 


9

















 


(b)           Notwithstanding anything in this
Agreement to the contrary, the text of any Genworth Accounting Policies shall
not contain any references to GE or its Affiliates, GE or its Affiliates’
publications, GE or its Affiliates’ personnel (including, without limitation,
senior management).


 


Section 3.03.        Corporate
Policies.


 


(a)           On and after the Trigger Date, GE
shall permit Genworth and its Affiliates to adopt and use the summary of the
policies set forth in the compliance guide entitled Integrity: the Spirit
and Letter of Our Commitment and the full text of the policies
(collectively, the “Policies”)
published on the website “integrity.ge.com” with the modifications required by
Section 3.03(b) (“Genworth Policies”) as Genworth’s and its
Affiliates’ own policies, procedures and guidelines.  Genworth and its Affiliates may create (and their respective
contractors may create on their behalf), and Genworth and its Affiliates shall
own, derivative works and modifications of the Genworth Policies.  The Genworth Policies may be (i) used by
Genworth’s and its Affiliates’ employees (including contractors), customers
(including brokers and licensed agents) and suppliers, (ii) disclosed as
required by applicable Law, and (iii) used by an acquiror of Genworth or its
Affiliates or any of the businesses, operations or assets of Genworth or its
Affiliates to which this Agreement relates, provided that such acquiror
executes an agreement to be bound by all obligations of Genworth and its
Affiliates under this Agreement relating to such Policies and Genworth Policies
(a copy of which agreement is provided to GE) provided further that such
acquiror shall be limited to use of such Genworth Policies solely in connection
with such businesses, operations or assets (and not any other businesses,
operations or assets of the acquiror). 
It is understood and agreed that GE makes no representation or warranty
as to the suitability of the Policies for use by Genworth and its Affiliates or
any of their respective divested businesses.


 


(b)           Notwithstanding anything in this
Agreement to the contrary, the text of any Genworth Policies shall not contain
(i) any references to GE or its Affiliates, GE or its Affiliates’ publications,
GE or its Affiliates’ personnel (including, without limitation, senior
management) or (ii) the title of the Policy Guide (i.e., “Integrity: the
Spirit and Letter of Our Commitment”), any portion thereof, or any confusingly
similar phrase.


 


Section 3.04.        Limitation
on Rights and Obligations with Respect to the GE Materials.  GE shall have no obligation under this
Agreement (i) to notify Genworth and its Affiliates of any changes or proposed
changes to any of the GE Materials, (ii) to include Genworth and its Affiliates
in any consideration of proposed changes to any of the GE Materials, (iii) to
provide draft changes of any of the GE Materials to Genworth and its Affiliates
for review or comment, or (iv) to provide Genworth and its Affiliates with any
updated materials relating to any of the GE Materials (provided that,
for the avoidance of doubt, Genworth and its Affiliates shall have no
obligation hereunder with respect to any updated or changed GE Materials not
received hereunder).  The parties hereto
acknowledge and agree that, except as expressly set forth above, GE reserves
all rights in, to and under, including, without limitation, all Intellectual
Property rights with respect to, the GE Materials and no rights with respect to
ownership or use, except as otherwise expressly provided herein, shall vest in
Genworth and its Affiliates.  Further,
Genworth and its Affiliates agree to use the same degree of care that Genworth
and its Affiliates use with respect to their own information and materials of a
similar nature, but in no event less


 


10

















 


than
a reasonable degree of care, to ensure that the GE Materials are not used for
any purpose other than the purposes set forth above.  Genworth and its Affiliates will allow GE reasonable access to
personnel and information as reasonably necessary to determine Genworth’s and
its Affiliates’ compliance with the provisions set forth above.


 


ARTICLE
IV

Covenants


 


Section 4.01.        Further Assistance.  Each party hereby covenants and agrees that
it shall, at the request of the other party, use commercially reasonable
efforts to assist the other party in its efforts to obtain any third party
consent, approval or waiver necessary to enable such other party to obtain a
license to any Intellectual Property that, but for the requirements set forth
in the definition of Control, would be the subject of a license granted
pursuant to Section 2.01 or 2.02 hereunder; provided, however,
that such party shall not be required to seek broader rights or more favorable
terms for the other party than those applicable to such party prior to the date
hereof or as may be applicable to such party from time to time thereafter.  The parties acknowledge and agree that there
can be no assurance that such party’s efforts will be successful or that the
other party will be able to obtain such licenses or rights on acceptable terms
or at all.


 


Section 4.02.        Ownership.  No party shall represent that it has any
ownership interest in any Intellectual Property of the other party licensed
hereunder.


 


Section 4.03.        Prosecution
and Maintenance.


 


(a)           Generally.  Excluding the parties’ obligations set forth
in Section 4.03(b) in connection with the Applications, each party retains the
sole right to protect at its sole discretion the Intellectual Property and
Technology owned by such party, including, without limitation, deciding whether
and how to file and prosecute applications to register patents, copyrights and
mask work rights included in such Intellectual Property, whether to abandon
prosecution of such applications, and whether to discontinue payment of any
maintenance or renewal fees with respect to any patents; provided, however,
that solely with respect to patent applications and issued patents set forth on
Schedules A and B, such party will notify the other party in
writing prior to abandoning prosecution of such patent applications or
discontinuing payment of any maintenance or renewal fees for such issued
patents and allow the other party the opportunity to take such action on behalf
of such party at the sole expense of the other party.


 


(b)           GENIUS®, CIP and
Divisional Patent Applications. 
Pursuant to the Master Agreement, GE Financial Assurance Holdings, Inc.
or its Affiliate has assigned or will assign to Genworth the patent
applications identified on Schedule D (collectively, the “GENIUS® Applications”).  The term “GENIUS® Applications”
as used herein shall include any patents directly resulting from the patent
applications described on Schedule D, the first generation of
applications based directly on such applications, and any patents directly
resulting from such first generation of applications; provided, however,
that it shall not include the GE Applications. 
GE may, at GE’s option, file and prosecute with the U.S. Patent and
Trademark Office (“USPTO”) certain
continuation-in-part (“CIP”) and
certain divisional patent applications based on the GENIUS®
Applications as set forth below.


 


11

















 


(i)            Before the date hereof, GE shall
have filed or caused to be filed with the USPTO the non-provisional CIP patent
applications (the “CIP Applications”).  The term “CIP
Applications” as used herein shall include any patents directly
resulting from the CIP Applications, the first generation of applications based
directly on such applications, and any patents directly resulting from such
first generation of applications.  The
CIP Applications shall be described on Schedule E hereto and shall have
claims that are independent and distinct from the claims of the GENIUS®
Applications.  Genworth shall promptly
notify GE of any restriction requirements from the USPTO permitting the filing
of divisional applications based on the GENIUS® Applications (the “Restriction Requirements”).  If GE in its sole discretion elects to file
a non-provisional divisional application (“Divisional Application”) based on any such
Restriction Requirement, GE shall so notify Genworth within thirty (30) days of
GE’s receipt of such Restriction Requirement. 
The term “Divisional Applications” as used herein shall include any
patents directly resulting from the Divisional Applications, the first
generation of applications based directly on such applications, and any patents
directly resulting from such first generation of applications.  Any such “Divisional
Applications” filed prior to the date hereof shall be described on Schedule
E.  Notwithstanding anything herein
to the contrary, GE shall only have the right to file Divisional Applications
if the claims of such Divisional Applications correspond to a set of claims
identified in a Restriction Requirement, each of which claims in the claim set
being directed to subject matter outside of the insurance field.  The Divisional Applications and CIP
Applications are collectively referred to herein as the “GE Applications.” 
The preparation, filing and prosecution of (i) the GE Applications shall
be at GE’s sole cost and expense and (ii) the GENIUS® Applications
shall be at Genworth’s sole cost and expense.


 


(ii)           Each party will use commercially
reasonable efforts to ensure that the subject matter and prosecution of the
Applications, including all filings and actions taken in connection therewith,
do not adversely affect or limit the prosecution, claims, scope, validity or
enforceability of the GENIUS® Applications, whether as the result of
any double patenting rejection, prior art rejections, prosecution history
estoppel matters or otherwise (the “Prime
Directive”).  Each party will
also use commercially reasonable efforts to ensure that the subject matter and
prosecution of the Applications, including all filings and actions taken in
connection therewith, do not adversely affect or limit the prosecution, claims,
scope, validity or enforceability of the GE Applications, whether as the result
of any double patenting rejection, prior art rejections, prosecution history
estoppel matters or otherwise  (the “Secondary  Directive”;
the Prime Directive and Secondary Directive are collectively referred to as the
“Prosecution Guidelines”).  The Prosecution Guidelines shall only apply
to the Applications.  As used in this
Section 4.03(b), the terms “prosecute” and “prosecution” and related
derivations shall be deemed to include holding and/or maintaining issued patents.


 


(iii)          The parties agree that in the event of
any conflict between the Prime Directive and the Secondary Directive, the Prime
Directive shall control and take precedence. 
Subject to the confidentiality provisions of Article VI, each party
shall provide the other party with copies of material correspondence with the
USPTO relating to the Applications within a sufficient time to allow for
meaningful review, and each party shall promptly provide the other party with
copies of all Office Actions and correspondence with the USPTO relating to such
party’s Applications.


 


12

















 


(iv)          In the event it is not possible for a
party to prosecute all claims of an Application in compliance with the
Prosecution Guidelines, such party shall notify the other party and shall
either elect to cease prosecuting the Application or have the other party
prosecute the Application.  In the event
a party elects to cease prosecution of the Application in accordance with the
foregoing, such party may abandon the Application, but only after notifying the
other party of its intent to do so and, in the event the other party requests
assignment of such Application to it, such party shall not abandon the
Application and shall assign the Application to the other party whereupon any
further prosecution of such Application will be at the other party’s sole cost
and expense and the other party shall own all rights to such Application and
any resulting patents and such party shall have no right or interest
therein.  In the event that a rejection
with respect to any claims in a GE Application can only be overcome by common
ownership by Genworth and GE desires to continue the prosecution of such GE
Application, GE will allow Genworth to prosecute such claims, and Genworth
shall prosecute such claims, in Genworth’s name at GE’s sole cost and
expense.  The parties acknowledge that
the Applications and all patents issuing on the Applications are subject to the
licenses granted under Article II herein; provided, however, that
GE and its Affiliates shall have no liability to Genworth in the event a GENIUS®
Application is assigned to GE and such GENIUS® Application is not
successfully prosecuted, and Genworth and its Affiliates shall have no
liability to GE in the event a GE Application is assigned to Genworth and such
GE Application is not successfully prosecuted.


 


(v)           In the event a party desires to cease
prosecution of or abandon any Application for any reason other than the
inability to prosecute such Application in compliance with the Prosecution
Guidelines, such party shall notify the other party prior to ceasing
prosecution or abandoning the Application and in the event the other party
requests assignment of such Application to it, such party shall not abandon the
Application and shall assign the Application to the other party whereupon any
further prosecution of such Application will be at the other party’s sole cost
and expense and the other party shall own all rights to such Application and
any resulting patents and such party shall have no right or interest therein.


 


(vi)          As a condition precedent to assignment
of any GE Application to a party other than an Affiliate of GE, GE shall (i)
notify Genworth prior to such assignment, (ii) obtain the written agreement of
such assignee to be bound by the obligations of GE under this Section 4.03 (b),
(iii) include Genworth in such written agreement as an intended third party
beneficiary thereof and (iv) provide Genworth an executed original of such
written agreement.


 


Section 4.04.        Third Party Infringements, Misappropriations,
Violations.


 


(a)           Each party shall promptly notify the
other party in writing of any actual or possible infringements,
misappropriations or other violations of the Intellectual Property of the other
party being licensed hereunder by a third party that come to such party’s
attention, as well as the identity of such third party or alleged third party
and any evidence of such infringement, misappropriation or other violation
within such party’s custody or control. 
The other party shall have the sole right to determine at its sole
discretion whether any action shall be taken in response to such infringements,
misappropriations or other violations.


 


13

















 


(b)           Each party shall promptly notify the
other party in writing upon learning of the existence or possible existence of
rights held by any third party that may be infringed, misappropriated or
otherwise violated by the use or practice of the Intellectual Property of the
other party (or any element or portion thereof) licensed hereunder, as well as
the identity of such third party and any evidence relating to such purported
infringement, misappropriation or other violation within such party’s custody or
control.  Such party shall cooperate
fully with the other party to avoid infringing, misappropriating or violating
any third party rights, and shall discontinue all use and practice of such
Intellectual Property that is the subject of such purported infringement,
misappropriation or other violation upon the reasonable request of the other
party.


 


(c)           Each party shall promptly notify the
other party in writing upon learning of the existence or possible existence of
rights held by any third party that may be infringed, misappropriated or
otherwise violated by the use or practice of the Intellectual Property (or any
element or portion thereof) licensed to the other party hereunder, as well as
the identity of such third party.  The
other party shall cooperate fully with such party to avoid infringing,
misappropriating or violating any third party rights, and shall discontinue all
use and practice of such Intellectual Property that is the subject of such
purported infringement, misappropriation or other violation upon the reasonable
request of such party, and shall provide such party any evidence relating to
such purported infringement, misappropriation or other violation within the
other party’s custody or control.


 


Section 4.05.        Patent Marking.  Each party acknowledges and agrees that it
will comply with all reasonable requests of the other party relative to patent
markings required to comply with or obtain the benefit of statutory notice or
other provisions.


 


ARTICLE
V

Term and
Termination


 


Section 5.01.        Term. This Agreement shall remain in full force and effect in perpetuity
unless terminated in accordance with its terms.


 


Section 5.02.        No Termination.  This Agreement may only be
terminated upon the mutual written agreement of the parties.  In the event of a breach of this Agreement,
the sole and exclusive remedy of the non-breaching party shall be to recover
monetary damages and/or to obtain injunctive or equitable relief.


 


ARTICLE
VI

Confidentiality


 


All
Genworth Confidential Information and GE Confidential Information licensed
pursuant to this Agreement shall be subject to the terms and conditions set
forth in Section 6.2 of the Master Agreement.


 


ARTICLE
VII

General
Provisions


 


Section 7.01.        Assignment.


 


14

















 


(a)           This Agreement shall not be
assignable, in whole or in part, by any party hereto to any third party,
including, without limitation, Affiliates of any party, without the prior
written consent of the other party hereto, and any attempted assignment without
such consent shall be null and void. 
Notwithstanding the foregoing, this Agreement may be assigned by any
party as follows without obtaining the prior written consent of the other party
hereto:


 


(i)            GE, in its sole discretion, may
assign this Agreement, and any or all of its rights under this Agreement, and
may delegate any or all of its duties under this Agreement to any Affiliate of
GE at any time, which expressly accepts such assignment in writing and assumes,
as applicable, any such obligations, provided that GE shall continue to remain
liable for the performance by such assignee.


 


(ii)           Genworth, in its sole discretion, may
assign this Agreement, and any or all of its rights under this Agreement, and
may delegate any or all of its duties under this Agreement to any Affiliate of
Genworth at any time, which expressly accepts such assignment in writing and
assumes, as applicable, any such obligations, provided that Genworth shall
continue to remain liable for the performance by such assignee.


 


(iii)          Each party may assign any or all of
its rights, or delegate any or all of its duties, under this Agreement to (i)
an acquiror of all or substantially all of the equity or assets of the business
of such party to which this Agreement relates or (ii) the surviving entity in
any merger, consolidation, equity exchange or reorganization involving such
party, provided that such acquiror or surviving entity, as the case may be,
executes an agreement to be bound by all the obligations of such party under
this Agreement (a copy of which agreement is provided to the other party).


 


(b)           If a party requests the written
consent of the other party to any assignment of this Agreement, the other party
agrees to negotiate in good faith with such party regarding such consent.  This Agreement shall also be binding upon
and inure to the benefit of and be enforceable by the successors, legal
representatives and permitted assigns of each party hereto.  All license rights and covenants contained
herein shall run with all Intellectual Property of any party licensed hereunder
and shall be binding on any successors in interest or assigns thereof.


 


Section 7.02.        Warranty and Disclaimer. 
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN
THE MASTER AGREEMENT, THE INTELLECTUAL PROPERTY LICENSED BY EACH PARTY TO THE
OTHER PARTY PURSUANT TO THIS AGREEMENT AND THE GE MATERIALS ARE FURNISHED “AS
IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW,
DOMESTIC OR FOREIGN AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.


 


Section 7.03.        Consequential and Other Damages.  NEITHER GENWORTH OR ITS AFFILIATES, ON THE ONE HAND, NOR GE OR ITS
AFFILIATES, ON THE


 


15

















 


OTHER HAND, SHALL BE LIABLE TO THE OTHER FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (PROVIDED THAT
ANY SUCH LIABILITY WITH RESPECT TO A THIRD PARTY CLAIM SHALL BE CONSIDERED
DIRECT DAMAGES) OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS
HEREUNDER.


 


Section 7.04.        Assumption
of Risk.  


 


(a)           Except as provided in the Master
Agreement, Genworth, on behalf of itself and its Affiliates, hereby assumes all
risk and liability in connection with their use of the GE Intellectual
Property.


 


(b)           Except as provided in the Master
Agreement, GE, on behalf of itself and its Affiliates, hereby assumes all risk
and liability in connection with their use of the Genworth Intellectual
Property.


 


Section 7.05.        Governing
Law.  This
Agreement shall be governed by and construed and interpreted in accordance with
the Laws of the State of New York irrespective of the choice of Laws principles
of the State of New York other than Section 5-1401 of the General Obligations
Law of the State of New York.


 


Section 7.06.        Notices.  All notices, requests,
claims, demands and other communications under this Agreement shall be in
writing and shall be given or made (and shall be deemed to have been duly given
or made upon receipt) by delivery in person, by overnight courier service, by
facsimile with receipt confirmed (followed by delivery of an original via
overnight courier service) or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given
in accordance with this Section 7.06):


 


GE:


 


General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

Attention:  General Counsel


 


with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY  10153

Attention:  Howard Chatzinoff, Esq.


 


GENWORTH:


 


16

















 


Genworth Financial, Inc.

6620 West Broad Street

Richmond, VA 23230

Attention:  General Counsel


 


with a copy to:


 


Hunton & Williams LLP

Riverfront Plaza, East Tower

951 E. Byrd Street

Richmond, VA 23219-4074

Attention:  Allen C. Goolsby, Esq.


 


Section 7.07.        Severability.  If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced
under any Law or as a matter of public policy, all other conditions and provisions
of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
to this Agreement shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent possible.


 


Section 7.08.        Entire
Agreement.  This
Agreement and the Master Agreement constitute the entire agreement of the
parties hereto with respect to the subject matter of this Agreement and
supersedes all prior agreements and undertakings, both written and oral,
between or on behalf of the parties hereto with respect to the subject matter
of this Agreement.


 


Section 7.09.        No
Third-Party Beneficiaries.  This
Agreement is for the sole benefit of the parties to this Agreement and their
Affiliates and the permitted sublicensees, successors and assigns of the
parties and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.


 


Section 7.10.        Amendment.  No provision of this
Agreement may be amended or modified except by a written instrument signed by
all the parties to this Agreement.  No
waiver by any party of any provision hereof shall be effective unless
explicitly set forth in writing and executed by the party so waiving.  The waiver by either party hereto of a
breach of any provision of this Agreement shall not operate or be construed as
a waiver of any other subsequent breach.


 


Section 7.11.        Rules
of Construction.  Interpretation
of this Agreement shall be governed by the following rules of
construction:  (a) words in the singular
shall be held to include the plural and vice versa and words of one gender
shall be held to include the other gender as the context requires, (b)
references to the terms Article, Section, Paragraph, and Schedule are
references to the Articles, Sections, Paragraphs, and Schedules to this
Agreement unless otherwise specified, (c) the word “including” and words of
similar import shall mean “including, without limitation,” (d) provisions shall
apply, when appropriate, to successive events and transactions, (e) the table
of contents and headings contained herein are for reference purposes


 


17

















 


only
and shall not affect in any way the meaning or interpretation of this Agreement
and (f) this Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting or causing
any instrument to be drafted.  Unless
specifically stated in the Master Agreement that a particular provision of the
Master Agreement should be given effect in lieu of a conflicting provision in
this Agreement, to the extent that any provision contained in this Agreement
conflicts with, or cannot logically be read in accordance with, any provision
of the Master Agreement, the provision contained in this Agreement shall
prevail.  Notwithstanding the foregoing,
nothing in this Agreement shall be deemed to waive a party’s rights or relieve
or otherwise satisfy any party’s obligations under Section 6.13 the Master
Agreement.


 


Section 7.12.        Counterparts.  This Agreement may be
executed in one or more counterparts, and by the different parties to each such
agreement in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be as
effective as delivery of a manually executed counterpart of any such Agreement.


 


Section 7.13.        Dispute
Resolution.  Any
dispute, controversy or claim arising out of or relating to the transactions
contemplated by this Agreement, or the validity, interpretation, breach or
termination of any provision of this Agreement shall be resolved in accordance
with Article IX of the Master Agreement.


 


Section 7.14.        No
Waiver.  Failure
by either party at any time to enforce or require strict compliance with any
provision of this Agreement shall not affect or impair that provision in any
way or the rights of such party to avail itself of the remedies it may have in
respect of any subsequent breach of that or any other provision.  The waiver of any term, condition, or
provision of this Agreement must be in writing and signed by an authorized
representative of the waiving party. 
Any such waiver will not be construed as a waiver of any other term,
condition, or provision, nor as a waiver of any subsequent breach of the same
term, condition, or provision, except as provided in a signed writing.


 


Section 7.15.        Headings.  All headings used in this Agreement are for
convenience of reference only.  They
will not limit or extend the meaning of any provision of this Agreement, and
will not be relevant in interpreting any provision of this Agreement.


 


Section 7.16.        Relationship
of the Parties. 
Nothing contained herein is intended or shall be deemed to make any
party the agent, employee, partner or joint venturer of the other or be deemed
to provide such party with the power or authority to act on behalf of the other
party or to bind the other party to any contract, agreement or arrangement with
any other individual or entity.


 


Section 7.17.        No Strict Construction.  This Agreement has been drafted jointly by
the parties and in the event of any ambiguities in the language hereof, there
shall be no inference drawn in favor of or against any party.


 


[Remainder of this page left
intentionally blank]


 


18

















 


IN
WITNESS WHEREOF, GE and Genworth have caused this Agreement to be executed on
the date first written above by their respective duly authorized officers.


 


	
   

  	
  GENERAL ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULES


 


	
  SCHEDULE A

  	
   

  	
  Certain GE Intellectual Property

  
	
  SCHEDULE B

  	
   

  	
  Certain Genworth Intellectual Property

  
	
  SCHEDULE C

  	
   

  	
  Restricted GE Intellectual Property

  
	
  SCHEDULE D

  	
   

  	
  GENIUS® Applications

  
	
  SCHEDULE E

  	
   

  	
  CIP Applications

  



 

















 


SCHEDULE A


 


Certain GE Intellectual Property


 

















 


SCHEDULE B


 


Certain Genworth Intellectual Property


 

















 


SCHEDULE C


Restricted GE Intellectual Property


 


1.             GEAM


 


The following
shall be referred to as the “GEAM IP”:


 


•                                          SPII
- SPII Investment Software


•                                          Portfolio
Analyzer - Insurance investment software


•                                          Portfolio
Analyzer - Derivatives portfolio analysis software


•                                          PCAT
- PCAT Investments Software


 


Notwithstanding anything in this Agreement to the contrary, Genworth
and its Affiliates shall not sublicense, assign, or otherwise provide the GEAM
IP to any third party (including any acquiring entity, contractor, consultant,
customer or supplier of Genworth or its Affiliates) without the prior written
consent of GE, which shall not be unreasonably withheld.  For the avoidance of doubt, it shall not be
deemed unreasonable to withhold consent if such acquiring entity, contractor,
consultant, customer or supplier of Genworth or its Affiliates is a competitor
of GE Asset Management Incorporated.


 


2.             GECIS


 


The following
shall be referred to as the “GECIS IP”:


 


•                                          Multi
Collinearity Macro


•                                          Reconciliation
Reporting Tool


•                                          Migration
Toolkit


 


Notwithstanding anything in this Agreement to the contrary, Genworth
and its Affiliates shall not sublicense, assign, or otherwise provide the GECIS
IP to any third party (including any acquiring entity, contractor, consultant,
customer or supplier of Genworth or its Affiliates) without the prior written
consent of GE, which shall not be unreasonably withheld.  For the avoidance of doubt, it shall not be
deemed unreasonable to withhold consent if such acquiring entity, contractor,
consultant, customer or supplier of Genworth or its Affiliates is a competitor
of GE Capital International Services.


 


3.             ERC


 


The following shall be referred to as the “ERC IP”:


 


•                                          Account
Reconciliation


 


Notwithstanding anything in this Agreement to the contrary, Genworth
and its Affiliates shall not sublicense, assign, or otherwise provide the ERC
IP to any third party (including


 

















 


any acquiring entity, contractor, consultant, customer or supplier of
Genworth or its Affiliates) without the prior written consent of GE, which
shall not be unreasonably withheld.  For
the avoidance of doubt, it shall not be deemed unreasonable to withhold consent
if such acquiring entity, contractor, consultant, customer or supplier of
Genworth or its Affiliates is a competitor of Employers Reinsurance
Corporation.


 

















 


SCHEDULE D


 


GENIUS® Applications


 


	
  Item

  #

  	
   

  	
  GE PAGE

  Ref No

  	
   

  	
  H&W Ref No/

  Invention

  	
   

  
	
  1

  	
   

  	
  132193

  	
   

  	
  52493.000160

  	
   

  
	
  2

  	
   

  	
  135072

  	
   

  	
  52493.000161

  	
   

  
	
  3

  	
   

  	
  135965

  	
   

  	
  52493.000162

  	
   

  
	
  4

  	
   

  	
  129502

  	
   

  	
  52493.000185

  	
   

  
	
  5

  	
   

  	
  135017

  	
   

  	
  52493.000229

  	
   

  
	
  6

  	
   

  	
  135007

  	
   

  	
  52493.000233

  	
   

  
	
  7

  	
   

  	
  135063

  	
   

  	
  52493.000234

  	
   

  
	
  8

  	
   

  	
  135066

  	
   

  	
  52493.000237

  	
   

  
	
  9

  	
   

  	
  135068

  	
   

  	
  52493.000238

  	
   

  
	
  10

  	
   

  	
  135069

  	
   

  	
  52493.000239

  	
   

  
	
  11

  	
   

  	
  126469

  	
   

  	
  52493.000295

  	
   

  
	
  12

  	
   

  	
  126463

  	
   

  	
  52493.000296

  	
   

  
	
  13

  	
   

  	
  126931

  	
   

  	
  52493.000303

  	
   

  
	
  14

  	
   

  	
  139466

  	
   

  	
  52493.000308

  	
   

  
	
  15

  	
   

  	
  139470

  	
   

  	
  52493.000309

  	
   

  
	
  16

  	
   

  	
  129271

  	
   

  	
  52493.000310

  	
   

  



 

















 


SCHEDULE E


 


CIP Applications


 


One CIP Application is the combination of 132193 and 135072


 


A second CIP Application is the combination of 135063 and 135695


 


A third CIP Application is the combination of 135007 and 129502


 


A fourth CIP Application is the combination of 135069 and 135066


 


A fifth CIP Application will add new material to 139470


 


A sixth CIP Application will add new material to 126469


 


A seventh CIP Application will add new material to 126931


 


An eighth CIP Application will add new material to 139466


 


A ninth CIP Application will add new material to 126463