Exhibit 10.9


 


TRANSITIONAL TRADEMARK LICENSE
AGREEMENT


 


This
Transitional Trademark License Agreement (this “Agreement”), dated as of
               ,
2004, is made and entered into by and between GE Capital Registry, Inc., a New
York corporation (“LICENSOR”), and Genworth Financial, Inc., a Delaware
corporation (“LICENSEE”).


 


WHEREAS, LICENSOR has the right to license the GE MARKS (as hereinafter
defined) and registrations thereof in certain countries throughout the world
for various goods and services;


 


WHEREAS, General Electric Company, General Electric Capital
Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and LICENSEE
entered into a Master Agreement, dated
               ,
2004 (the “Master Agreement”);


 


WHEREAS, the Master Agreement requires the execution and delivery of
this Agreement by LICENSOR and LICENSEE at the CLOSING; and


 


WHEREAS, in connection with the transactions contemplated by the Master
Agreement, LICENSOR desires to grant to LICENSEE and the PERMITTED SUBLICENSEES
a license to use the GE MARKS in accordance with the terms, and subject to the
conditions, set forth herein.


 


NOW THEREFORE,
in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, LICENSOR and LICENSEE agree as follows:


 


I.              DEFINITIONS


 


Unless otherwise defined herein, all
capitalized terms used herein have the meanings ascribed to such terms in the
Master Agreement.  The following terms
as used in this Agreement have the meanings set forth in this Article I:


 


A.            “AUTHORIZED
DISTRIBUTORS” means third parties that LICENSEE or a PERMITTED SUBLICENSEE
authorizes to sell PRODUCTS (as hereinafter defined) and SERVICES (as
hereinafter defined) during the term of this Agreement.


 


B.            “EFFECTIVE
DATE” means the date of this Agreement.


 


C.            “LICENSED
MARKS” means and is limited to the Marks shown in Exhibit A attached hereto
alone and in combination with other words and phrases.


 


D.            “MARKS”
means trademarks, service marks, trade names, service names, taglines, slogans,
industrial designs, brand names, brand marks, trade dress rights, Internet
domain names, identifying symbols, logos, emblems, signs or insignia, meta
tags, Website search terms and key words, including, without limitation, all
goodwill associated with the foregoing.


 

















 


E.             “PERMITTED
SUBLICENSEES” means LICENSEE’S direct and indirect SUBSIDIARIES.


 


F.             “PRODUCTS”
and “SERVICES” means, respectively, and is limited to (i) products sold
and services rendered as of the EFFECTIVE DATE by LICENSEE and the PERMITTED
SUBLICENSEES in the conduct of the GENWORTH BUSINESS as conducted as of the
EFFECTIVE DATE and (ii) products sold and services rendered after the EFFECTIVE
DATE by LICENSEE and the PERMITTED SUBLICENSEES that are the same as or similar
to the products and services set forth under clause (i) above.


 


G.            “STANDARDS
OF QUALITY” means:


 


1.             at least (i) the
same standards of quality, appearance, service and other standards that are
observed as of the EFFECTIVE DATE by LICENSOR and its AFFILIATES (including,
without limitation, LICENSEE and its SUBSIDIARIES) in the development,
marketing and sale of any PRODUCTS sold and SERVICES rendered prior to or as of
the EFFECTIVE DATE and (ii) substantially the same standards of quality,
appearance, service and other standards that are observed as of the EFFECTIVE
DATE by LICENSOR and its AFFILIATES (including, without limitation, LICENSEE
and its SUBSIDIARIES) in the development, marketing, sale or performance of any
products and services similar to the PRODUCTS sold or SERVICES rendered after
the EFFECTIVE DATE, provided that the standards set forth in the foregoing (i)
and (ii) shall be at least substantially the same as the standards that
LICENSEE and the PERMITTED SUBLICENSEES observe in their development, marketing
and sale of any products and performance of any services similar to the
PRODUCTS and SERVICES.


 


2.             additional
standards, if any, which LICENSOR may otherwise reasonably specify or approve
in writing from time to time; and such additional standards shall supersede the
standards referred to in Paragraph I.G.1 to the extent of any conflict
therewith.


 


II.            LICENSE GRANT


 


A.            Subject
to the terms and conditions of this Agreement, LICENSOR hereby grants to
LICENSEE a limited, non-exclusive (except as specified in Exhibit A),
non-transferable, royalty-free license, with no right to sublicense (other than
to PERMITTED SUBLICENSEES as expressly provided herein), to use the LICENSED
MARKS throughout the world and in any current or later-developed medium or form
of communication (including, without limitation, in PRODUCT and SERVICE names
and domain names) only (i) in connection with PRODUCTS designed, distributed,
sold or otherwise commercialized, and SERVICES performed, offered, distributed,
sold or otherwise commercialized by LICENSEE and the PERMITTED SUBLICENSEES,
and (ii) in the general promotion of LICENSEE’S or any PERMITTED SUBLICENSEE’S
business unrelated to any particular product or service, in each case in strict
accordance with the STANDARDS OF QUALITY.


 


B.            Notwithstanding
anything in this Agreement to the contrary, LICENSEE, the PERMITTED
SUBLICENSEES and AUTHORIZED DISTRIBUTORS shall not use any of the LICENSED
MARKS (i) in connection with the underwriting or marketing on a primary basis
of life insurance in the United Kingdom, provided, however, that
LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS are permitted
to use LICENSED


 


2

















 


MARKS in legal names, trade
names, and otherwise in connection with credit life insurance businesses,
products, or services in the United Kingdom, or (ii) in the name of any asset
management service or product (other than any such service or product sold on
behalf of LICENSOR or its AFFILIATES), provided, however, that
LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS are permitted
to use LICENSED MARKS in legal names, trade names, and otherwise in connection
with asset management services or products that are being marketed or offered
by LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS as of the
EFFECTIVE DATE.


 


C.            Any
rights not granted to LICENSEE and the PERMITTED SUBLICENSEES in this Agreement
are specifically reserved by and for LICENSOR. 
LICENSEE and the PERMITTED SUBLICENSEES hereby accept this grant of
license, subject to the terms and conditions set forth in this Agreement.  The license granted in this Article is
subject to, and limited by, any and all licenses, rights, limitations and
restrictions with respect to such LICENSED MARKS previously granted to, or
otherwise agreed to with, any third party that are in effect as of the
EFFECTIVE DATE.


 


D.            Notwithstanding
anything in this Agreement to the contrary, if LICENSEE or any PERMITTED
SUBLICENSEE desires to use the LICENSED MARKS with any product or service not
constituting a PRODUCT or SERVICE, LICENSEE or such PERMITTED SUBLICENSEE shall
make a request for permission to make such use in writing to LICENSOR.  LICENSOR, at its sole discretion, shall
determine whether it will allow such use, and shall notify LICENSEE of such
decision in writing within a reasonable time. 
If LICENSOR decides to allow such use, the parties shall negotiate a separate,
royalty-bearing license which shall require that LICENSEE or such PERMITTED
SUBLICENSEE, as applicable, pay reasonable expenses for any additional
trademark or service mark registrations required if the LICENSED MARKS are not
registered for use in the appropriate class of goods or services relating to
such product or service in any country in which LICENSEE or such PERMITTED
SUBLICENSEE intends to use such LICENSED MARKS.


 


E.             AUTHORIZED
DISTRIBUTORS.


 


1.             LICENSOR agrees
that, during the term of this Agreement, AUTHORIZED DISTRIBUTORS may use the
LICENSED MARKS in accordance with the terms and conditions set forth herein
(including, without limitation, the standards and guidelines set forth in
Paragraph IV.B.) in order to identify themselves as authorized representatives
of LICENSEE or a PERMITTED SUBLICENSEE or otherwise in connection with the
promotion, distribution and sale of PRODUCTS and SERVICES.


 


2.             LICENSEE and the
PERMITTED SUBLICENSEES will provide the AUTHORIZED DISTRIBUTORS a copy of the
standards and guidelines set forth in Paragraph IV.B (which copy may be
provided by placing such standards and guidelines on a Website accessible by
the AUTHORIZED DISTRIBUTORS and providing the AUTHORIZED DISTRIBUTORS notice
that they must comply with such standards and guidelines).  LICENSEE and the PERMITTED SUBLICENSEES will
instruct the AUTHORIZED DISTRIBUTORS that they must furnish samples of all
proposed forms and uses of the


 


3

















 


LICENSED MARKS to LICENSEE and
the PERMITTED SUBLICENSEES for written approval prior to any use thereof.


 


3.             LICENSEE shall
reasonably monitor AUTHORIZED DISTRIBUTORS’ use of the LICENSED MARKS.  To the extent that LICENSEE has any reason
to believe that an AUTHORIZED DISTRIBUTOR may be using the LICENSED MARKS in a
manner that violates or conflicts with the terms and conditions of this
Agreement, LICENSEE shall promptly investigate such potential
non-compliance.  If LICENSEE determines
that such violation or conflict has occurred or is occurring or if LICENSOR
otherwise notifies LICENSEE that such violation or conflict has occurred or is
occurring, LICENSEE shall promptly notify such AUTHORIZED DISTRIBUTOR and
LICENSOR (unless LICENSOR notified LICENSEE thereof in accordance with the
foregoing) of such non-compliance, and use reasonable efforts to cause such
AUTHORIZED DISTRIBUTOR to comply with the terms and conditions of this
Agreement.  If such AUTHORIZED
DISTRIBUTOR fails to comply with such terms and conditions within twenty (20)
days of such notice, LICENSEE shall immediately terminate such AUTHORIZED
DISTRIBUTOR’S rights to use the LICENSED MARKS, and instruct such AUTHORIZED
DISTRIBUTOR that it has no further right to use any LICENSED MARK.  LICENSEE and the PERMITTED SUBLICENSEES
agree to take any and all further actions reasonably requested by LICENSOR to
prevent and stop such non-compliance and any other unauthorized uses of the
LICENSED MARKS by the AUTHORIZED DISTRIBUTORS.


 


F.             PERMITTED
SUBLICENSEES.


 


1.             LICENSEE may
sublicense its rights under Paragraph II.A to PERMITTED SUBLICENSEES.  In the event that LICENSEE creates or
acquires any direct or indirect SUBSIDIARIES after the EFFECTIVE DATE, LICENSEE
may sublicense its rights under Paragraph II.A. to such direct or indirect
SUBSIDIARIES and such SUBSIDIARIES shall become and shall be PERMITTED
SUBLICENSEES.  Up to two (2) times per
calendar year during the TERM of this Agreement, LICENSOR shall have the right
to request that LICENSEE provide an organization chart or other document that
identifies LICENSEE’S then-current direct and indirect SUBSIDIARIES.  In the event that LICENSOR sends LICENSEE
such a written request, LICENSEE shall provide LICENSOR with an organization
chart or other document that identifies LICENSEE’S then-current direct and
indirect SUBSIDIARIES within a commercially reasonable time after receipt of
the written request.  Additionally, in
the event that LICENSOR sends LICENSEE a written request as to whether a
particular entity is a direct or indirect SUBSIDIARY of LICENSEE, LICENSEE
shall provide LICENSOR with a written response as to as to whether such entity
is a direct or indirect SUBSIDIARY of LICENSEE within a commercially reasonable
time after receipt of the written request.


 


2.             LICENSEE shall
cause the PERMITTED SUBLICENSEES to comply with the terms and conditions of
this Agreement, and hereby grants LICENSOR the right to enforce this Agreement
directly against a PERMITTED SUBLICENSEE to the extent that that PERMITTED
SUBLICENSEE breaches the terms and conditions of this Agreement.  Any such enforcement by LICENSOR against a
PERMITTED SUBLICENSEE shall be upon the same terms and conditions as are
applicable to enforcement by LICENSOR against LICENSEE.


 


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III.           EXAMINATION
OF PRODUCTS AND SERVICES


 


A.            In
order to promote adherence to the STANDARDS OF QUALITY and for the purpose of
protecting and maintaining the goodwill associated with the LICENSED MARKS and
the reputation of LICENSOR, LICENSOR shall have the right to obtain from
LICENSEE reasonable information as to the nature and quality of the PRODUCTS
and SERVICES and the manner in which the LICENSED MARKS are used in connection
with the PRODUCTS and SERVICES.


 


B.            The
PRODUCTS and SERVICES shall comply with all applicable Laws.  For the purpose of protecting and
maintaining the goodwill associated with the LICENSED MARKS and the reputation
of LICENSOR, LICENSOR or its authorized representative shall have the right at
any reasonable time or times during regular business hours on reasonable notice,
and up to two (2) times per calendar year (and otherwise if LICENSOR notifies
LICENSEE in writing that it believes the PRODUCTS and SERVICES are not
conforming to the STANDARDS of QUALITY or other requirements of this Agreement,
which notice shall provide a description of the nonconformity that is
reasonable under the circumstances and, if appropriate and available to
LICENSOR, include samples of any nonconforming PRODUCTS and copies of any
documentation relating to such nonconformity), to visit the offices and
facilities of LICENSEE and the PERMITTED SUBLICENSEES where PRODUCTS are
developed, designed, packaged, marketed, promoted, sold or serviced and
SERVICES are developed, marketed, promoted or rendered.  LICENSOR may conduct a reasonable inspection
and examination of such offices and facilities, PRODUCTS, and SERVICES.  LICENSEE agrees to furnish LICENSOR, from
time to time as reasonably requested by LICENSOR, representative samples of
representative PRODUCTS (and any other particular PRODUCTS requested by
LICENSOR) to which the LICENSED MARKS are affixed and representative samples
showing representative other uses of the LICENSED MARKS by LICENSEE, the
PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS selected by LICENSOR (and
any other particular uses requested by LICENSOR).  Upon LICENSOR’S reasonable request, LICENSEE and the PERMITTED
SUBLICENSEES shall permit LICENSOR to promptly examine and audit documents,
books and records pertaining specifically to the development, design,
packaging, marketing, promoting, sale, servicing, quality, performance, and
other characteristics of PRODUCTS and SERVICES as LICENSOR may reasonably
require to verify that PRODUCTS sold and SERVICES rendered by LICENSEE and the
PERMITTED SUBLICENSEES meet the STANDARDS OF QUALITY and that LICENSEE’S and
the PERMITTED SUBLICENSEES’ use of the LICENSED MARKS complies with LICENSEE’S
obligations under this Agreement.  In
conducting any such inspection or audit, LICENSOR shall take all steps
reasonably required by LICENSEE to minimize disruption to LICENSEE’S business
and to avoid disclosure of LICENSEE’S confidential and propriety information
and materials, including, but not limited to, executing nondisclosure
agreements, provided that such steps and agreements shall not prevent LICENSOR
from pursuing any claims that it may have in connection with this Agreement.


 


C.            If,
at any time, the PRODUCTS sold or SERVICES rendered fail, in the reasonable
judgment of LICENSOR, to conform to the STANDARDS OF QUALITY,  LICENSOR shall notify LICENSEE of such
failure in writing (which notice shall provide a description of the
nonconformity that is reasonable under the circumstances and, if appropriate
and available to LICENSOR, include samples of any nonconforming PRODUCTS and
copies of any documentation relating to such nonconformity).  LICENSEE and the applicable


 


5

















 


PERMITTED SUBLICENSEES shall
take all necessary steps to bring such PRODUCTS or SERVICES into conformity
with the STANDARDS OF QUALITY.  If
LICENSEE or any PERMITTED SUBLICENSEE fails to bring such PRODUCTS or SERVICES
into conformity within twenty (20) days (or such other time period mutually
agreed upon by the parties) after LICENSEE’S receipt of written notice of
nonconformity, then LICENSEE, such PERMITTED SUBLICENSEE and their AUTHORIZED
DISTRIBUTORS shall immediately cease the development, marketing, promotion and
sale of such PRODUCTS or SERVICES under the LICENSED MARKS until such
nonconformity is cured.  Notwithstanding
the foregoing, in the event that LICENSOR and LICENSEE or a PERMITTED
SUBLICENSEE do not agree as to (i) whether a nonconformity exists, (ii) a
remedy for a nonconformity, or (iii) the date by which a nonconformity will be
corrected, LICENSOR and LICENSEE or the PERMITTED SUBLICENSEE shall resolve
their disagreements in accordance with the dispute resolution process set forth
in Article VII of the Master Agreement. 
LICENSEE or the PERMITTED SUBLICENSEE shall then implement the remedy,
if any, that results from the dispute resolution process according to the
requirements specified, or agreements reached, during the dispute resolution
process.  During the pendency of the
dispute resolution process, LICENSEE or the PERMITTED SUBLICENSEE may take
whatever action with respect to the PRODUCTS or SERVICES at issue as it deems
reasonable to address the purported nonconformity (provided that LICENSEE and
the PERMITTED SUBLICENSEE have the right pursuant to this Agreement to use the
LICENSED MARKS in connection with such PRODUCTS and SERVICES as modified by
such action), which may include, if applicable, implementing some or all of its
proposed remedy.  In the event that the
nonconforming PRODUCTS or SERVICES cannot be brought into conformity during the
time frame that is agreed to or that results from the dispute resolution
process due to delays not within the reasonable control of LICENSEE or the
PERMITTED SUBLICENSEES in obtaining any necessary approvals from GOVERNMENTAL
AUTHORITIES, LICENSEE, the PERMITTED SUBLICENSEES, and the AUTHORIZED
DISTRIBUTORS shall not be required to cease the development, marketing or sale
of such PRODUCTS or SERVICES under the LICENSED MARKS, provided that LICENSEE
or the applicable PERMITTED SUBLICENSEE is working diligently to obtain such
approvals and keeps LICENSOR reasonably informed of its efforts to do so.


 


D.            If,
at any time, a GOVERNMENTAL AUTHORITY raises an issue with LICENSEE or a
PERMITTED SUBLICENSEE as to whether PRODUCTS sold or SERVICES rendered comply
with applicable Laws, LICENSEE or the PERMITTED SUBLICENSEE shall respond to
the GOVERNMENTAL AUTHORITY adequately, including by modifying or discontinuing
particular PRODUCTS or SERVICES if so directed by the GOVERNMENTAL AUTHORITY
according to the time frames, if any, set forth by the GOVERNMENTAL
AUTHORITY.  Notwithstanding the
foregoing, if, at any time, the PRODUCTS sold or SERVICES rendered fail, in the
reasonable judgment of LICENSOR, to comply with all applicable Laws, LICENSOR shall
notify LICENSEE of such failure in writing (which notice shall provide a
description of the noncompliance that is reasonable under the circumstances
and, if appropriate and available to LICENSOR, include samples of any
noncompliant PRODUCTS and copies of any documentation relating to such noncompliance).  LICENSEE and the applicable PERMITTED
SUBLICENSEES shall take all necessary steps to bring such PRODUCTS or SERVICES
into compliance with all applicable Laws. 
If LICENSEE or any PERMITTED SUBLICENSEE fails to bring such PRODUCTS or
SERVICES into compliance within twenty (20) days (or such other time period
mutually agreed upon by the parties) after


 


6

















 


LICENSEE’S receipt of written
notice of noncompliance, then LICENSEE, such PERMITTED SUBLICENSEE and their
AUTHORIZED DISTRIBUTORS shall immediately cease the development, marketing,
promotion and sale of such PRODUCTS or SERVICES under the LICENSED MARKS until
such noncompliance is cured. 
Notwithstanding the foregoing but subject to any and all requirements of
GOVERNMENTAL AUTHORITIES, in the event that LICENSOR and LICENSEE or a
PERMITTED SUBLICENSEE do not agree as to (i) whether a noncompliance with
applicable Laws exists, (ii) an appropriate remedy for such purported
noncompliance, or (iii) the date by which such purported noncompliance will be
corrected, LICENSOR and LICENSEE or the PERMITTED SUBLICENSEE shall resolve
their disagreements in accordance with the dispute resolution process set forth
in Article VII of the Master Agreement. 
Subject to any requirements of GOVERNMENTAL AUTHORITIES, LICENSEE or the
PERMITTED SUBLICENSEE shall then implement the remedy, if any, that results
from the dispute resolution process according to the requirements specified, or
agreements reached, during the dispute resolution process.  During the pendency of any such dispute
resolution process and subject to any and all requirements of GOVERNMENTAL
AUTHORITIES, LICENSEE, the PERMITTED SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS
may continue to promote, offer, and sell the PRODUCTS and SERVICES at issue,
and LICENSEE or the PERMITTED SUBLICENSEE may take whatever action with respect
to such PRODUCTS and SERVICES as it deems reasonable to address the purported
noncompliance (provided that LICENSEE and the PERMITTED SUBLICENSEE have the
right pursuant to this Agreement to use the LICENSED MARKS in connection with
such PRODUCTS and SERVICES as modified by such action), which may include, if
applicable, implementing some or all of its proposed remedy.


 


E.             Rights
granted to LICENSOR under this Paragraph IV to inspect, examine, request
samples, and audit; to request that PRODUCTS and SERVICES be brought into
conformity and compliance; and to direct cessation of certain activities with
respect to PRODUCTS and SERVICES shall extend to the AUTHORIZED DISTRIBUTORS
and PRODUCTS and SERVICES offered by the AUTHORIZED DISTRIBUTORS; provided
however, that in the event LICENSOR desires to engage in any inspection,
examination or audit with respect to, or to request changes to or cessation of,
any PRODUCTS or SERVICES offered by an AUTHORIZED DISTRIBUTOR, LICENSOR shall
do so solely through LICENSEE.  LICENSOR
shall not itself contact any AUTHORIZED DISTRIBUTOR with respect to the foregoing,
except with the prior written consent of LICENSEE.  Notwithstanding anything in this Agreement to the contrary, if
LICENSEE fails to comply with its obligations with respect to any AUTHORIZED
DISTRIBUTOR in accordance with this Agreement (including, without limitation,
(i) failing to address any use of the LICENSED MARKS by any AUTHORIZED
DISTRIBUTOR in a manner that conflicts with the terms and conditions of this
Agreement applicable to the AUTHORIZED DISTRIBUTORS and (ii) instructing the
AUTHORIZED DISTRIBUTORS to use the LICENSED MARKS in a manner consistent with
the terms and conditions of this Agreement applicable to the AUTHORIZED
DISTRIBUTORS) within twenty (20) days of notice from LICENSOR of such failure,
LICENSOR shall have the right to contact such AUTHORIZED DISTRIBUTOR.


 


IV.           USE
OF GE MARKS


 


A.            Under
the license and rights granted herein, LICENSEE, the PERMITTED SUBLICENSEES and
the AUTHORIZED DISTRIBUTORS are authorized to use the GE


 


7

















 


MARKS only as provided in
Articles II and VI in any current or later-developed medium or form of
communication, including, without limitation, use in packaging, labeling,
brochures, press releases, websites, domain names, signage, point-of-purchase
materials, general publicity, advertising, instruction books and other
literature relating to the PRODUCTS and SERVICES.  LICENSEE, the PERMITTED SUBLICENSEES and the AUTHORIZED
DISTRIBUTORS shall not use the GE MARKS in a manner that could reasonably be
expected to damage the reputation or goodwill associated with LICENSOR, its
AFFILIATES or the GE MARKS.


 


B.            LICENSEE
and the PERMITTED SUBLICENSEES shall comply with the standards and guidelines
with respect to the appearance and manner of use of the GE MARKS set forth on
Exhibit B, which LICENSOR may revise from time to time at LICENSOR’S sole
discretion, provided that any potential revisions to the standards and
guidelines shall be subject to the process set forth in Paragraph IV.C.  LICENSEE, the PERMITTED SUBLICENSEES and
AUTHORIZED DISTRIBUTORS shall not use their MARKS in a manner that causes
confusion as to the ownership of the GE MARKS. 
Subject to Paragraph II.D., any appearance or manner of use of the GE
MARKS not provided for by such standards and guidelines (including, without
limitation, any uses not contemplated by such standards and guidelines, any
uses in contravention of such standards and guidelines and any clarifications
of such standards and guidelines) shall be adopted by LICENSEE, the PERMITTED
SUBLICENSEES and AUTHORIZED DISTRIBUTORS only upon prior written approval by
LICENSOR of each first instance of such appearance or manner of use, which
shall not unreasonably be withheld. 
LICENSEE shall make a written request referencing this Paragraph IV.B. to
LICENSOR for such appearance or manner of use, and LICENSOR shall provide a
written response to LICENSEE within fifteen (15) days after its receipt of
LICENSEE’S request, provided that such response may state that a written
response cannot be provided within fifteen (15) days but will be provided
within thirty (30) days after LICENSOR’S receipt of the request. 
In the event that LICENSOR has not provided a final written response to
LICENSEE’S request for approval within thirty (30) days after LICENSOR’S
receipt of the request, such request shall be deemed approved.


 


C.            (i)
In the event that LICENSOR proposes to change the standards and guidelines set
forth in Paragraph IV.B, it shall notify LICENSEE of the proposed changes, and
consult with LICENSEE regarding such changes. 
LICENSEE, the PERMITTED SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS
shall be allowed a commercially reasonable amount of time to implement any such
changes made after the EFFECTIVE DATE, which amount of time shall be, if
applicable, no less than the amount of time LICENSOR’S AFFILIATES are given to
adopt the same changes.  (ii) In the
event that LICENSOR proposes to add to or otherwise change the STANDARDS OF
QUALITY in accordance with Paragraph I.G.2, it shall notify LICENSEE of the proposed
additions or changes, and consult with LICENSEE regarding such additions or
changes.  In the event that LICENSOR and
LICENSEE cannot reach agreement as to any such proposed additions or changes to
the STANDARDS OF QUALITY, LICENSOR’S and LICENSEE’S disagreement shall be
resolved in accordance with the dispute resolution provisions set forth in
Article VII of the Master Agreement. 
During the pendency of any such dispute resolution process, LICENSEE,
the PERMITTED SUBLICENSEES, and the AUTHORIZED DISTRIBUTORS may continue to
promote, offer, and sell the PRODUCTS or SERVICES at issue in accordance with
the STANDARDS OF QUALITY in effect prior to such disagreement (not including
such proposed addition or change). 
LICENSEE, the PERMITTED


 


8

















 


SUBLICENSEES, and the
AUTHORIZED DISTRIBUTORS shall be allowed a commercially reasonable amount of
time to implement any such additions or other changes made after the EFFECTIVE
DATE, which amount of time shall be, if applicable, no less than the amount of time
LICENSOR’S AFFILIATES are given to adopt the same additions or changes and no
less than the amount of time to obtain any regulatory approvals necessary to
adopt such additions or changes, provided that LICENSEE and the PERMITTED
SUBLICENSEES are working diligently to obtain such approvals and keep LICENSOR
reasonably informed of their efforts to do so.


 


D.            LICENSEE
shall also obtain LICENSOR’S prior written approval (which shall be at the sole
discretion of LICENSOR) for (i) each first instance of a general promotion in
accordance with Paragraph II.A.ii that is not specifically provided for in the
standards and guidelines set forth in Paragraph IV.B. and (ii) any television
or radio advertisements that use the GE MARKS. 
LICENSEE shall make a written request referencing this Paragraph IV.D.
to LICENSOR for approval of such general promotion or television or radio
advertisement, and LICENSOR shall provide a written response to LICENSEE within
fifteen (15) days after its receipt of LICENSEE’S request, provided that such
response may state that a written response cannot be provided within fifteen
(15) days but will be provided within thirty (30) days after LICENSOR’S receipt
of the request.  In the event that LICENSOR has not provided
a final written response to LICENSEE’S request for approval within thirty (30)
days after LICENSOR’S receipt of the request, such request shall be deemed
approved.


 


E.             LICENSEE,
the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS shall comply with all
applicable Laws pertaining to the GE MARKS, including, without limitation,
those pertaining to the proper use and designation of MARKS and pertaining to
the development, distribution, promotion and sale of PRODUCTS and the offering,
rendering and promotion of SERVICES, and strictly comply with the STANDARDS OF
QUALITY.


 


F.             LICENSEE,
the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS shall, within a
commercially reasonable period of time, cease use of the GE MARKS upon notice
from LICENSOR to LICENSEE that, in the good faith opinion of LICENSOR, such use
of the GE MARKS might result in any potential trademark liability to a third
party on the part of LICENSOR, LICENSEE, the PERMITTED SUBLICENSEES and/or the
AUTHORIZED DISTRIBUTORS.  LICENSEE, the
PERMITTED SUBLICENSEES and the AUTHORIZED DISTRIBUTORS shall comply fully
within a commercially reasonable period of time following LICENSEE’S receipt of
written notice thereof with all guidelines adopted from time to time by
LICENSOR for the purpose of addressing any potential trademark liability with
respect to such third party.


 


G.            If,
in the sole discretion of LICENSOR, it is required or advisable for the purpose
of making this Agreement enforceable, or for the purpose of maintaining,
enhancing or protecting LICENSOR’S rights in the GE MARKS in some countries, to
record this Agreement or to enter LICENSEE (and/or the PERMITTED SUBLICENSEES
and the AUTHORIZED DISTRIBUTORS) as registered or authorized users of the GE
MARKS, LICENSOR will attend (at LICENSOR’S expense) to such recording or entry.  LICENSEE (or the appropriate PERMITTED
SUBLICENSEE or AUTHORIZED DISTRIBUTOR) shall promptly and at no


 


9

















 


cost to LICENSOR execute and
deliver to LICENSOR such additional instruments or documentation as LICENSOR
may reasonably request, including without limitation execution and delivery of
substitute or short-form license agreements, with terms consistent with this
Agreement, for recordation or registration in specified countries in the event
that this Agreement shall be deemed by LICENSOR to be unsuitable for
recordation or entry in such countries. 
The terms and conditions of this Agreement (and not the terms and
conditions of such substitute or short-form license agreements entered into for
recording or entry purposes) shall be binding between LICENSOR and LICENSEE (or
the appropriate PERMITTED SUBLICENSEE or AUTHORIZED DISTRIBUTOR) throughout the
world and shall govern and control any controversy that may arise with respect
to each party’s rights and obligations hereunder; provided, however,
that if specific terms and conditions of any such substitute or short-form
license agreement differ from the comparable terms and conditions of this
Agreement and enforcement of the comparable terms and conditions of this
Agreement pursuant to this provision either would be uncertain or improper
under the Laws of the applicable country or would adversely affect LICENSOR’S
rights in and to the GE MARKS in such country, then the specific terms and
conditions of the substitute or short-form license agreement shall be
controlling in such country.


 


H.            LICENSEE
and the PERMITTED SUBLICENSEES shall supply LICENSOR with such information
(including, without limitation, any such information of the AUTHORIZED
DISTRIBUTORS) concerning sales and other dispositions of PRODUCTS and SERVICES
as LICENSOR may reasonably request to aid LICENSOR in the acquisition,
maintenance and renewal of registrations of the GE MARKS, to record this
Agreement, to enter LICENSEE, the PERMITTED SUBLICENSEES or AUTHORIZED
DISTRIBUTORS as registered or authorized users of the GE MARKS or for any
purpose reasonably related to LICENSOR’S maintenance and protection of the GE
MARKS.  LICENSEE (and the PERMITTED SUBLICENSEES)
shall fully cooperate with LICENSOR’S reasonable requests in the execution,
filing, and prosecution of any registration of a MARK or copyright relating to
GE MARKS that LICENSOR may desire to obtain. 
For that purpose LICENSEE (and the PERMITTED SUBLICENSEES) shall supply
to LICENSOR such samples, containers, labels, letterheads and other similar
materials bearing the GE MARKS as may be required by LICENSOR.


 


I.              Notwithstanding
Paragraph II.A., LICENSEE, the PERMITTED SUBLICENSEES and the AUTHORIZED
DISTRIBUTORS will not use the GE MARKS, nor may any particular PRODUCT or
SERVICE be marketed, distributed or offered for sale or sold, (i) in any
jurisdiction where the GE MARKS have not been registered, until an appropriate
MARK search has been conducted (at LICENSEE’S expense) and an application to
register the particular GE MARK in the relevant MARK class(es) for PRODUCTS and
SERVICES has been filed in that jurisdiction (at LICENSOR’S expense), or
LICENSOR determines in good faith on advice of its trademark counsel that it
would be preferable not to seek to register such GE MARK in that country but
that there is no material impediment to the use of such GE MARK therein and
(ii) in a country where entry of LICENSEE as a registered or authorized user is
required, prior to the execution of an appropriate registered user agreement or
similar agreement and the filing thereof with the appropriate governmental
agency (except where failure to do so prior to use will not have a material
adverse effect on such GE MARK).  Not in
limitation of the foregoing, in the event that LICENSOR determines that
LICENSEE and the PERMITTED


 


10

















 


SUBLICENSEES are using the GE
MARKS in a jurisdiction where such GE MARKS are not registered in the
appropriate MARK class(es) for PRODUCTS and SERVICES, LICENSOR at its sole
discretion shall have the option to require such registration at LICENSOR’S
expense.


 


J.             LICENSEE
and the PERMITTED SUBLICENSEES shall not, and shall instruct the AUTHORIZED
DISTRIBUTORS to not, enter into any agreements relating to the placement of
listings in response to Website search terms and key words that consist of the
terms included in Exhibit C.  Upon
expiration or termination of this Agreement, LICENSEE and the PERMITTED
SUBLICENSEES shall, and shall instruct the AUTHORIZED DISTRIBUTORS to, assign
any agreements relating to the placement of listings in response to Website
search terms and key words that include the GE MARKS to LICENSOR, unless such
agreements by their own terms are non-assignable (in which case LICENSEE and
the PERMITTED SUBLICENSEES shall, and shall instruct the AUTHORIZED
DISTRIBUTORS to, terminate such agreements).


 


V.            OWNERSHIP
AND VALIDITY OF GE MARKS


 


A.            LICENSEE
and the PERMITTED SUBLICENSEES admit the validity, and LICENSOR’S ownership, of
the GE MARKS and agree that any and all goodwill, rights or interests that
might be acquired by the use of the GE MARKS by LICENSEE, the PERMITTED
SUBLICENSEES and/or AUTHORIZED DISTRIBUTORS shall inure to the sole benefit of
LICENSOR.  If LICENSEE, the PERMITTED
SUBLICENSEES or AUTHORIZED DISTRIBUTORS obtain rights or interests in the GE
MARKS, LICENSEE or the PERMITTED SUBLICENSEES shall transfer, or shall instruct
such AUTHORIZED DISTRIBUTOR to transfer, those rights or interests to LICENSOR
upon request by LICENSOR.  LICENSEE and
the PERMITTED SUBLICENSEES admit and agree that, as between the parties,
LICENSEE, the PERMITTED SUBLICENSEES and AUTHORIZED DISTRIBUTORS have been
extended only a mere permissive right to use the GE MARKS as provided in this
Agreement which is not coupled with any ownership interest.


 


B.            LICENSEE
and the PERMITTED SUBLICENSEES further agree not to, and to instruct the
AUTHORIZED DISTRIBUTORS not to: (i) use or register in any country any MARKS
(including, without limitation, any slogan) confusingly similar to, or
consisting in whole or in part of, the GE MARKS or (ii) register the GE MARKS
in any country, without in each case the express prior written consent of
LICENSOR.  Whenever LICENSEE or a
PERMITTED SUBLICENSEE becomes aware of any consumer confusion or risk thereof
between a MARK used by LICENSEE, a PERMITTED SUBLICENSEE or AUTHORIZED
DISTRIBUTOR, and a GE MARK, LICENSEE or such PERMITTED SUBLICENSEE shall take
appropriate steps to promptly remedy or avoid such confusion or risk of
confusion.


 


C.            LICENSEE
may request in writing that LICENSOR, at LICENSEE’S expense, file an
application for registration of any GE MARK for use in connection with the
PRODUCTS and SERVICES in any country in which such GE MARK is not registered in
the appropriate classes of goods or services for such PRODUCTS and SERVICES as
of the EFFECTIVE DATE.  Subject to
Paragraph IV.I., LICENSOR shall use commercially reasonable efforts to complete
such filing and prosecution in LICENSOR’S name.  LICENSEE shall supply, without cost to LICENSOR, from time to
time as requested by LICENSOR, such samples, containers,


 


11

















 


labels, letterheads, and
similar materials from such LICENSEE or the PERMITTED SUBLICENSEES as may
reasonably be required for such filing and prosecution.


 


D.            LICENSOR
will own all right, title and interest in and to any and all applications for
registration of the GE MARKS (including, without limitation, applications filed
in accordance with Paragraph V.C.), whether filed before or after the EFFECTIVE
DATE, and such applications shall be deemed incorporated in the defined term
“GE MARKS”.


 


E.             LICENSEE
and the PERMITTED SUBLICENSEES shall give LICENSOR notice promptly of any known
or presumed infringements of the GE MARKS, and shall instruct the AUTHORIZED
DISTRIBUTORS to give prompt notice to LICENSEE of any such infringements, which
LICENSEE shall promptly give to LICENSOR. 
LICENSEE and the PERMITTED SUBLICENSEES shall render, and instruct the
AUTHORIZED DISTRIBUTORS to render, to LICENSOR full and prompt cooperation (at
LICENSOR’S expense) for the enforcement and protection of the GE MARKS against
such infringements.  LICENSOR shall
retain all rights to bring all actions and proceedings in connection with
infringement or misuse of the GE MARKS at its sole discretion.  If LICENSOR decides to enforce the GE MARKS
against an infringer, all costs incurred and recoveries made shall be for the
account of LICENSOR.


 


F.             LICENSEE
and the PERMITTED SUBLICENSEES will not, and shall instruct the AUTHORIZED
DISTRIBUTORS to not, at any time during the Term, and any time thereafter, for
as long as LICENSOR shall own rights in the GE MARKS, do or cause to be done
any act or thing disparaging, disputing, attacking, challenging, impairing,
diluting, or in any way tending to harm the reputation or goodwill associated
with LICENSOR, its AFFILIATES or any of the GE MARKS.


 


G.            LICENSEE,
the PERMITTED SUBLICENSEES and the AUTHORIZED DISTRIBUTORS have no right (and
shall not, and shall instruct the AUTHORIZED DISTRIBUTORS to not, represent
that they have the right) to bind or obligate LICENSOR in any way.  LICENSOR has no right, and shall not
represent that it has the right, to bind or obligate LICENSEE any PERMITTED
SUBLICENSEE or AUTHORIZED DISTRIBUTOR in any way.


 


VI.           CORPORATE
NAMES


 


A.            “GE
MARKS” means the LICENSED MARKS, “General Electric”, “GE Capital” and
“GEFA”.


 


B.            “LICENSED
SUBSIDIARIES” means those PERMITTED SUBLICENSEES that, as of the EFFECTIVE
DATE, include in their corporate names the GE MARKS, provided that “LICENSED
SUBSIDIARIES” shall not include any such PERMITTED SUBLICENSEES that adopt NEW
CORPORATE NAMES after the EFFECTIVE DATE.


 


C.            “NEW
CORPORATE NAMES” shall mean corporate names that do not consist in whole or
in part of, and are not dilutive of or confusingly similar to, the GE
MARKS.  The parties agree that
LICENSEE’S “Genworth” name and mark, and derivatives thereof, do not consist in
whole or in part of, and are not dilutive of or confusingly similar to, the GE
MARKS,


 


12

















 


provided that LICENSEE does not
highlight, isolate or emphasize the letters “Ge” alone in the “Genworth” name
and mark or derivatives thereof.


 


D.            “TWENTY
PERCENT DATE” means the first date on which members of the GE GROUP cease
to beneficially own, in the aggregate, (excluding for such purposes shares of
GENWORTH COMMON STOCK beneficially owned by LICENSOR but not for its own
account, including (in such exclusion) beneficial ownership that arises by
virtue of some entity that is an AFFILIATE of LICENSOR being a sponsor of or
advisor to a mutual or similar fund that beneficially owns shares of GENWORTH
COMMON STOCK) more than twenty percent (20%) of the then outstanding GENWORTH
COMMON STOCK.


 


E.             Subject
to the terms and conditions set forth herein, LICENSOR hereby grants to
LICENSEE a limited, non-exclusive, non-transferable, royalty-free license, with
no right to sublicense (other than to the LICENSED SUBSIDIARIES as expressly
provided herein), to allow the LICENSED SUBSIDIARIES to use the GE MARKS in
their corporate names to the extent such GE MARKS are used in such corporate
names as of the EFFECTIVE DATE.  Unless
sooner terminated in accordance with this Article VI, this license shall expire
on the sooner of: (i) the date that any GOVERNMENTAL AUTHORITY requires that
such corporate names be changed, but only with respect to the particular
LICENSED SUBSIDIARY to which the GOVERNMENTAL AUTHORITY requirement applies and
subject to any time frame or transition period established by the GOVERNMENTAL
AUTHORITY (alone or in consultation with LICENSEE), (ii) the TWENTY PERCENT
DATE or (iii) the expiration of five (5) years from the EFFECTIVE DATE.  Upon expiration in accordance with the
foregoing (ii), (x) the LICENSED SUBSIDIARY shall use its best efforts to
effectuate cessation of its use of the GE MARKS in its corporate name as
expeditiously as possible under the circumstances and (y) in the event that a
LICENSED SUBSIDIARY is unable to obtain regulatory approval necessary to adopt
a NEW CORPORATE NAME in a jurisdiction, or is otherwise unable for regulatory
reasons to adopt a NEW CORPORATE NAME in a jurisdiction, such LICENSED
SUBSIDIARY shall be allowed to continue its then-current use of the corporate
name for a transition period, which shall not exceed one (1) year except upon
mutual agreement of the parties, provided that such LICENSED SUBSIDIARY in good
faith complies with the obligations contained herein.  Such LICENSED SUBSIDIARY shall comply with the applicable
transition provisions in Exhibit D during any such transition period.  No such transition period shall extend
beyond five (5) years from the EFFECTIVE DATE.


 


F.             Upon
expiration or termination of the license granted under this Article VI, the
LICENSED SUBSIDIARIES shall adopt NEW CORPORATE NAMES, subject to applicable
TRANSITION PERIODS and other applicable provisions of this Article VI and this
Agreement.  If adoption of a NEW
CORPORATE NAME is consistent with LICENSEE’S and the LICENSED SUBSIDIARIES’
business plans and does not subject LICENSEE and the LICENSED SUBSIDIARIES to
material incremental costs in addition to costs that LICENSEE and the LICENSED
SUBSIDIARIES would incur to adopt NEW CORPORATE NAMES at a future date,
LICENSEE and the LICENSED SUBSIDIARIES shall use reasonable best efforts to
adopt and change to NEW CORPORATE NAMES as soon as possible after the EFFECTIVE
DATE.  The obligation to adopt NEW
CORPORATE NAMES in connection with the TWENTY PERCENT DATE as set forth in the
foregoing Paragraph VI.E shall not apply to the LICENSED SUBSIDIARY known as GE
Capital Life Assurance Company of New York (“GECLANY”) to


 


13

















 


the extent that it is necessary
for GECLANY to maintain its current corporate name in order to fulfill its
existing contractual obligations as of the EFFECTIVE DATE.  GECLANY shall, however, be required to adopt
a NEW CORPORATE NAME no later than the expiration of the TERM.


 


G.            The
LICENSED SUBSIDIARIES shall operate their businesses in accordance with at
least the same standards of quality, appearance, service and other standards
that are observed as of the EFFECTIVE DATE by the LICENSED SUBSIDIARIES.  In order to promote adherence to such standards
and for the purpose of protecting and maintaining the goodwill associated with
the GE MARKS and the reputation of LICENSOR, LICENSOR shall have the right to
obtain from LICENSEE reasonable information as to the operation of the LICENSED
SUBSIDIARIES’ businesses and the manner in which the GE MARKS are used in
connection with their corporate names. 
If, at any time, a LICENSED SUBSIDIARY fails, in the reasonable judgment
of LICENSOR, to conform to the standards set forth in this Paragraph
VI.G.,  LICENSOR shall notify LICENSEE
of such failure in writing (which notice shall provide a description of the
nonconformity that is reasonable under the circumstances and, if appropriate
and available to LICENSOR, include copies of any documentation relating to such
nonconformity).  Such LICENSED
SUBSIDIARY shall take all necessary steps to bring the nonconforming aspects of
its business into conformity with such standards.  If such LICENSED SUBSIDIARY fails to bring the nonconforming
aspects of its business into conformity with such standards within twenty (20)
days (or such other time period mutually agreed upon by the parties) after
LICENSEE’S receipt of written notice of nonconformity, then such LICENSED
SUBSIDIARY shall use its best efforts to effectuate cessation of its use of the
GE MARKS in its corporate name as expeditiously as possible under the
circumstances.  Notwithstanding the
foregoing, in the event that LICENSOR and LICENSEE or a LICENSED SUBSIDIARY do
not agree as to (i) whether a nonconformity exists, (ii) a remedy for a
nonconformity, or (iii) the date by which a nonconformity will be corrected,
LICENSOR and LICENSEE or the LICENSED SUBSIDIARY shall resolve their
disagreements in accordance with the Article VI dispute resolution process set
forth in Exhibit E.  LICENSEE or the
LICENSED SUBSIDIARY shall then implement the remedy, if any, that results from
the dispute resolution process according to the requirements specified, or
agreements reached, during the dispute resolution process.  During the pendency of the dispute
resolution process, LICENSEE or the LICENSED SUBSIDIARY may take whatever
action with respect to the purported nonconforming aspects of the LICENSED
SUBSIDIARY’S business as it deems reasonable to address the purported
nonconformity (provided that the LICENSED SUBSIDIARY has the right pursuant to
this Agreement to take such action), which may include, if applicable,
implementing some or all of its proposed remedy.


 


H.            The
LICENSED SUBSIDIARIES shall comply at all times with all applicable Laws, and
shall be accurate in their descriptions of the relationship between LICENSOR
and the LICENSED SUBSIDIARIES.  For the
purpose of protecting and maintaining the goodwill associated with the GE MARKS
and the reputation of LICENSOR, LICENSOR or its authorized representative shall
have the right at any reasonable time or times during regular business hours on
reasonable notice to LICENSEE, and up to two (2) times per calendar year (and
otherwise if LICENSOR notifies LICENSEE in writing that it believes a LICENSED
SUBSIDIARY is not complying with the requirements of this Article VI, which
notice shall provide a description of


 


14

















 


the nonconformity that is
reasonable under the circumstances and, if appropriate and available to
LICENSOR, include copies of any documentation relating to such nonconformity),
to visit the offices and facilities of the LICENSED SUBSIDIARY.  LICENSOR may conduct a reasonable inspection
and examination of such offices and facilities and the operation of the
business of the LICENSED SUBSIDIARY to determine compliance with this Article
VI in conjunction with the LICENSED SUBSIDIARY’S use of the GE MARKS in its
corporate name.  Upon LICENSOR’S
reasonable request, the LICENSED SUBSIDIARIES shall permit LICENSOR to promptly
examine and audit documents, books, records and other information pertaining to
the operation of the LICENSED SUBSIDIARIES’ business as LICENSOR may reasonably
require to verify that the LICENSED SUBSIDIARIES are complying with the
requirements of this Article VI in conjunction with the LICENSED SUBSIDIARIES’
use of the GE MARKS in their corporate names. 
In conducting any such inspection or audit, LICENSOR shall take all steps
reasonably required by the LICENSED SUBSIDIARIES to minimize disruption to the
LICENSED SUBSIDIARIES’ business and to avoid disclosure of the LICENSED
SUBSIDIARIES’ confidential and propriety information and materials, including,
but not limited to, executing nondisclosure agreements, provided that such
steps and agreements shall not prevent LICENSOR from pursuing any claims that
it may have in connection with this Agreement.


 


I.              The
license granted in this Article VI shall automatically terminate with respect
to a LICENSED SUBSIDIARY upon notice to LICENSEE upon any of the following
events with respect to that LICENSED SUBSIDIARY:  (i) any merger or consolidation of such LICENSED SUBSIDIARY with
an unrelated third party; (ii) the sale of all or substantially all of the
assets of such LICENSED SUBSIDIARY to an unrelated third party; or (iii) a
change of control of such LICENSED SUBSIDIARY whereby any unrelated third party
acquires fifty percent (50)% or more of the outstanding voting securities of
such LICENSED SUBSIDIARY or the power, directly or indirectly, to direct or
cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise) of such LICENSED SUBSIDIARY.


 


J.             In
the event LICENSEE or a LICENSED SUBSIDIARY breaches in any material respect
any representation, warranty or covenant of this Article VI and LICENSOR gives
LICENSEE written notice of such breach (which notice shall provide a
description of the breach that is reasonable under the circumstances), LICENSEE
and the LICENSED SUBSIDIARY, if applicable, shall have forty-five (45) days
from LICENSEE’S receipt of such notice to remedy such breach, unless such
breach cannot be remedied within such forty-five (45) day period, in which case
LICENSEE and the LICENSED SUBSIDIARY, if applicable, shall use best efforts to
remedy such breach as promptly as practicable but no later than ninety (90)
days from LICENSEE’S receipt of such notice. 
If the breach is not remedied in accordance with the foregoing time
periods, LICENSOR shall have the right to terminate the license granted in this
Article VI with respect to LICENSEE and the LICENSED SUBSIDIARY, if applicable,
at any time thereafter by giving LICENSEE notice of such termination.


 


K.            The
license granted in this Article VI shall terminate as to a particular country
with notice to LICENSEE on a date established by either LICENSOR or LICENSEE if
a controlling substitute or short-form license agreement is required in such
country pursuant to Paragraph IV.G. hereof and such controlling substitute or
short-form license agreement contains


 


15

















 


provisions unacceptable to the
party giving notice hereunder.  The
LICENSED SUBSIDIARIES will comply with any additional requirements and perform
any additional acts that LICENSOR deems necessary to comply with all applicable
foreign Laws and to maintain, enhance and protect LICENSOR’S rights in the GE
MARKS in foreign jurisdictions.


 


L.            The
license granted in this Article VI shall automatically terminate with respect
to a LICENSED SUBSIDIARY without notice by LICENSOR in the event such LICENSED
SUBSIDIARY commences, or has commenced against it, proceedings under
bankruptcy, insolvency or debtor’s relief laws or similar laws in any other
jurisdiction, which proceedings are not dismissed within sixty (60) days; such
LICENSED SUBSIDIARY makes a general assignment for the benefit of its
creditors; or such LICENSED SUBSIDIARY ceases operations or is liquidated or
dissolved.


 


M.           Upon
any termination under Paragraphs VI.I or VI.L, any terminated LICENSED
SUBSIDIARY (or, subject to Paragraph VI.I., any successor of a LICENSED
SUBSIDIARY) shall be permitted to continue its then-current use of the GE MARKS
to the extent required to comply with applicable Laws for a TRANSITION PERIOD
if LICENSEE obtains LICENSOR’S written consent (which consent shall not be
unreasonably withheld) prior to the start of any proposed TRANSITION PERIOD (as
defined in Paragraph VII.F.3 below). 
Upon any termination under Paragraph VI.J, any terminated LICENSED
SUBSIDIARY (or, subject to Paragraph VI.I., any successor of a LICENSED
SUBSIDIARY) shall be permitted to continue its then-current use of the GE MARKS
but shall use its best efforts to effectuate cessation of its use of the GE
MARKS in its corporate name as expeditiously as possible under the
circumstances.


 


N.            LICENSEE
shall cause the LICENSED SUBSIDIARIES to comply with the terms and conditions
of this Article VI, and hereby grants LICENSOR the right to enforce this
Agreement directly against a LICENSED SUBSIDIARY to the extent that such
LICENSED SUBSIDIARY breaches the terms and conditions of this Article VI.  Any such enforcement by LICENSOR against a
LICENSED SUBSIDIARY shall be upon the same terms and conditions as are
applicable to enforcement by LICENSOR against LICENSEE under this
Agreement.  For the avoidance of doubt,
LICENSEE’S failure to cause the LICENSED SUBSIDIARIES to comply in any material
respect with the terms and conditions of this Article VI shall be a material
breach of this Agreement by LICENSEE, and shall subject LICENSEE to termination
of the license granted in Paragraph VI.E according to the termination process
set forth in Paragraphs VI.J. and VI.M. 
Provided that LICENSEE uses best efforts to address any material breach
of a LICENSED SUBSIDIARY (such efforts including termination of such LICENSED
SUBSIDIARY if the material breach is continuing), then notwithstanding the
foregoing sentence, LICENSEE shall not be deemed to have breached this
Agreement for failure to cause a LICENSED SUBSIDIARY to comply in any material
respect with the terms and conditions of this Article VI to the extent that
such LICENSED SUBSIDIARY’S breach is by its nature not capable of being
remedied.


 


O.            Any
dispute, controversy or claim arising out of or relating to the transactions
contemplated by this Article VI, or the validity, interpretation, breach or
termination of any provision of this Article VI shall be resolved in accordance
with Exhibit E.


 


16

















 


VII.         TERMINATION


 


A.            Unless
terminated pursuant to any provision of this Article VII, this Agreement shall
have a term (“TERM”) of five (5) years from the EFFECTIVE DATE.


 


B.            This
Agreement shall terminate as to a particular country with notice to LICENSEE on
a date established by either LICENSOR or LICENSEE if a controlling substitute
or short-form license agreement is required in such country pursuant to
Paragraph IV.G. hereof and such controlling substitute or short-form license
agreement contains provisions unacceptable to the party giving notice
hereunder.


 


C.            In
the event LICENSEE or the PERMITTED SUBLICENSEES breach in any material respect
any representation, warranty or covenant of this Agreement (including, without
limitation, any failure to address an AUTHORIZED DISTRIBUTOR’S failure to
comply with this Agreement as set forth in Paragraph II.E.3, including, without
limitation, the standards and guidelines set forth in Paragraph IV.B), or in
the event LICENSEE breaches its indemnification obligations as set forth in
Paragraph 5.2 of the Master Agreement, and LICENSOR gives LICENSEE written
notice of such breach (which notice shall provide a description of the breach
that is reasonable under the circumstances), LICENSEE or the PERMITTED
SUBLICENSEES shall have forty-five (45) days from LICENSEE’S receipt of such
notice to remedy such breach.  If the
breach is not remedied within said forty-five (45) days, LICENSOR shall have
the right to terminate this Agreement at any time thereafter by giving LICENSEE
notice of such termination.


 


D.            This
Agreement shall automatically terminate upon notice to LICENSEE (i) in its
entirety upon any of the following events with respect to LICENSEE and (ii)
with respect to any PERMITTED SUBLICENSEE, upon any of the following events
with respect to such PERMITTED SUBLICENSEE:


 


1.             any merger or
consolidation of LICENSEE or such PERMITTED SUBLICENSEE with an unrelated third
party;


 


2.             the sale of all or
substantially all of the assets of LICENSEE or such PERMITTED SUBLICENSEE to an
unrelated third party; or


 


3.             a change of control
of LICENSEE or such PERMITTED SUBLICENSEE whereby any unrelated third party
acquires fifty percent (50%) or more of the outstanding voting securities of
LICENSEE or such PERMITTED SUBLICENSEE or the power, directly or indirectly, to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise) of LICENSEE or such PERMITTED SUBLICENSEE.


 


Notwithstanding the foregoing, this Agreement shall not terminate if
LICENSEE or any PERMITTED SUBLICENSEE acquires or attains control of a business
entity, business unit, or block of business that provides PRODUCTS or SERVICES.


 


E.             This
Agreement shall automatically terminate with respect to LICENSEE, a PERMITTED
SUBLICENSEE or AUTHORIZED DISTRIBUTOR without notice to LICENSEE by LICENSOR in
the event LICENSEE, such PERMITTED SUBLICENSEE or such AUTHORIZED DISTRIBUTOR
commences, or has commenced against it, proceedings


 


17

















 


under bankruptcy, insolvency or
debtor’s relief laws or similar laws in any other jurisdiction, which
proceedings are not dismissed within sixty (60) days; LICENSEE, such PERMITTED
SUBLICENSEE or such AUTHORIZED DISTRIBUTOR makes a general assignment for the
benefit of its creditors; or LICENSEE, such PERMITTED SUBLICENSEE or such
AUTHORIZED DISTRIBUTOR ceases operations or is liquidated or dissolved.


 


F.             TRANSITION
PERIODS.


 


1.             Upon any
termination under Paragraph VII.C., VII.D. or VII.E. of this Agreement in its
entirety or with respect to LICENSEE, any PERMITTED SUBLICENSEE or any
AUTHORIZED DISTRIBUTOR (or, subject to Paragraphs VII.D. and IX.E., any successor
of LICENSEE, any PERMITTED SUBLICENSEE or any AUTHORIZED DISTRIBUTOR by way of
merger, consolidation, purchase of all or substantially all of the assets
thereof, or change of control), LICENSEE, any such terminated PERMITTED
SUBLICENSEE and any such terminated AUTHORIZED DISTRIBUTOR (or any such
successor), as the case may be, shall be permitted to continue its then-current
use of the LICENSED MARKS to the extent required to comply with applicable Laws
for a TRANSITION PERIOD (as hereinafter defined) if LICENSEE obtains LICENSOR’S
written consent (which consent shall not be unreasonably withheld) prior to the
start of any proposed TRANSITION PERIOD.


 


2.             Upon any sale,
divestiture or transfer by LICENSEE or any PERMITTED SUBLICENSEE of any of its
business entities, business units, or blocks of business, such business entity,
business unit or block of business shall be permitted to continue its
then-current use of the LICENSED MARKS to the extent required to comply with
applicable Laws for a TRANSITION PERIOD if LICENSEE obtains LICENSOR’S written
consent (which consent shall not be unreasonably withheld) prior to the start
of any proposed TRANSITION PERIOD.


 


3.             “TRANSITION
PERIOD” means a nine (9) month period, which may be extended with
LICENSOR’S prior written consent (which consent shall not be unreasonably
withheld) three (3) times for consecutive periods of thirty (30) days each,
provided that LICENSEE, all applicable PERMITTED SUBLICENSEES and all
applicable AUTHORIZED DISTRIBUTORS, as the case may be, at all times during
such time period and such extension periods comply in good faith with the
obligations contained herein and discontinue such use as promptly as
practicable.


 


4.             Notwithstanding
anything in this Agreement to the contrary, no TRANSITION PERIOD shall extend
beyond five (5) years from the EFFECTIVE DATE. 
LICENSEE, all applicable PERMITTED SUBLICENSEES and all applicable
AUTHORIZED DISTRIBUTORS, as the case may be, shall comply with the transition
provisions in Exhibit D.


 


G.            The
termination provisions of this Article VII do not apply to termination of the
license granted in Article VI.


 


H.            The
following provisions of this Agreement shall survive any termination or
expiration of this Agreement: 
Paragraphs V.A., V.B., V.D., V.F., V.G., VII.F. and Articles VIII and
IX.  Subject to the foregoing sentence,
upon termination or expiration of this Agreement, all


 


18

















 


licenses granted to LICENSEE,
the PERMITTED SUBLICENSEES and the AUTHORIZED DISTRIBUTORS herein shall
immediately terminate.


 


VIII.        DISCLAIMER
OF WARRANTIES AND ASSUMPTION OF RISK


 


A.            EACH
PARTY AGREES AND ACKNOWLEDGES THAT THE GE MARKS ARE LICENSED HEREUNDER AS IS,
WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THAT LICENSOR DOES NOT
MAKE, AND LICENSOR HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATION OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


B.            LICENSEE
and the PERMITTED SUBLICENSEES hereby assume all risk and liability resulting
from LICENSEE’S, PERMITTED SUBLICENSEES’ and AUTHORIZED DISTRIBUTORS’ use of
the GE MARKS.


 


IX.           MISCELLANEOUS
PROVISIONS


 


A.            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.


 


B.            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 Paragraph IX.B.):


 


LICENSOR:


 


GE Capital Registry, Inc.

260 Long Ridge Road

Stamford, CT  06927

Attention:  General Counsel


 


with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY  10153

Attention:  Howard Chatzinoff, Esq.


 


LICENSEE:


 


Genworth Financial, Inc.

6620 West Broad Street


 


19

















 


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.


 


C.            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.


 


D.            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.


 


E.             Assignment;
No Third-Party Beneficiaries.  This
Agreement shall not be assigned or transferred in whole or in part by any party
hereto without the prior written consent of the other parties hereto, and any
attempted assignment or transfer without such consent shall be null and
void.  Notwithstanding the foregoing,
LICENSOR, in its sole discretion, may assign this Agreement in whole or in part
to any AFFILIATE of LICENSOR at any time. 
Except as provided in Paragraph VII.F. with respect to successors and in
Paragraph VIII with respect to Indemnified Parties, this Agreement is for the
sole benefit of the parties to this Agreement and their permitted successors
and assigns 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.


 


F.             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.


 


G.            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,


 


20

















 


(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 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.


 


H.            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.


 


I.              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 VII of the Master Agreement. 
Notwithstanding the foregoing, any dispute, controversy or claim arising
out of or relating to the transactions contemplated by Article VI of this
Agreement, or the validity, interpretation, breach or termination of any
provision of Article VI of this Agreement shall be resolved in accordance with
Exhibit E.


 


J.             No
Waiver.  Failure by LICENSOR 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
LICENSOR 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.


 


K.            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.


 


IN WITNESS
WHEREOF, LICENSOR and LICENSEE have caused this instrument to be executed in
duplicate by their duly authorized representatives as of the date first written
above.


 


 


	
  GE CAPITAL REGISTRY, INC.

  	
  GENWORTH FINANCIAL, INC.

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


21

















 


EXHIBIT A


 


LICENSED MARKS


 


 





 


1.


 


2.  “GE”, both unstylized and
stylized, subject to the standards and guidelines pursuant to Paragraph IV.B.


 


3.  “Built on GE Heritage”


 


The parties agree that during the TERM, LICENSEE’S right to use “Built
on GE Heritage” shall be exclusive, even as to LICENSOR, provided that such
exclusivity shall apply only to all of the words “Built on GE Heritage” used in
that order.  For the avoidance of doubt,
GE may use “GE Heritage” alone or in combination with other words and phrases.


 


22

















 


EXHIBIT B


 


STANDARDS AND
GUIDELINES 


 


23

















 


EXHIBIT C


 


SEARCH TERMS
AND KEY WORDS


 


24

















 


EXHIBIT D


 


TRANSITION
PROVISIONS


 


	
  Disclosure

  Scenario

  	
   

  	
  Prior to

  Trigger Date

  	
   

  	
  Trigger Date to 10%

  	
   

  	
  10% or Less

  
	
  Genworth material using GE monogram and/or
  “Built on GE Heritage” tag line

  	
   

  	
  No disclosure language

  	
   

  	
  Genworth Financial is an affiliate of GE [General Electric Company]
  PLUS Standard Trademark Disclosure.

  	
   

  	
  Standard Trademark Disclosure.

  GE and the GE monogram are trademarks of General Electric Company and are
  used with permission.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Material used by Genworth legal entity that
  has GE or General Electric in its corporate name

  	
   

  	
  No disclosure language

  	
   

  	
  a). [legal entity] is a member of the Genworth Financial family of
  companies and is an affiliate of GE.

  b). [legal entity] is an affiliate of GE.

  * Use of disclosures will depend in part upon percentage of GE ownership
  sufficient to be considered an “affiliate”.

  	
   

  	
  [name of legal entity] is a member of the Genworth Financial family
  of companies and is no longer an affiliate of the General Electric
  Company.  PLUS Standard Trademark Disclosure.

  



 


25

















 


EXHIBIT E


 


ARTICLE VI DISPUTE RESOLUTION


 


1.1           General
Provisions.


 


(a)           Any dispute,
controversy or claim arising out of or relating to Article VI of this
Agreement, or the validity, interpretation, breach or termination thereof (an
“Article VI Dispute”), shall be resolved in accordance with the procedures set
forth in this Exhibit E, which shall be the sole and exclusive procedures for
the resolution of any such Article VI Dispute unless otherwise specified
below.  The parties expressly agree that
dispute resolution procedures in this Exhibit E govern Article VI Disputes and
supersede dispute resolution provisions contained in any other Transaction
Documents, including but not limited to the Master Agreement, for Article VI
Disputes.


 


(b)           Commencing with an
Article VI Initial Notice contemplated by Section 1.2 of this Exhibit E,
all communications between the parties or their representatives in connection
with the attempted resolution of any Article VI Dispute, including any
mediator’s evaluation referred to in Section 1.3 of this Exhibit E, shall
be deemed to have been delivered in furtherance of an Article VI Dispute
settlement, shall be exempt from discovery and production, and shall not be
admissible in evidence for any reason (whether as an admission or otherwise),
in any arbitral or other proceeding for the resolution of the Article VI
Dispute


 


(c)           The parties
expressly waive and forego any right to (i) punitive, exemplary,
statutorily-enhanced or similar damages in excess of compensatory damages, and
(ii) trial by jury.


 


(d)           The specific
procedures set forth below, including but not limited to the time limits
referenced therein, may be modified by agreement of the parties in writing.


 


(e)           All applicable
statutes of limitations and defenses based upon the passage of time shall be
tolled while the procedures specified in this Exhibit E are pending.  The parties will take such action, if any,
required to effectuate such tolling.


 


(f)            The parties hereto
hereby irrevocably submit to the exclusive jurisdiction of any federal or state
court located within the State of Delaware over any such Article VI Dispute and
each party hereby irrevocably agrees that all claims in respect of any such
Article VI Dispute or any suit, action or proceeding related thereto may be
heard and determined in such courts. 
The parties hereby irrevocably waive, to the fullest extent permitted by
applicable Law, any objection which they may now or hereafter have to the
laying of venue of any such Article VI Dispute brought in such courts or any
defense of inconvenient forum for the maintenance of such dispute.  Each of the parties hereto agrees that a
judgment in any such Article VI Dispute may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by Law.


 


26

















 


(g)           Each party will bear
its own attorney’s fees and costs incurred in connection with the resolution of
any Article VI Dispute.


 


1.2           Consideration by
Senior Executives.  If an Article VI
Dispute is not resolved in the normal course of business at the operational
level, the parties shall attempt in good faith to resolve such Article VI
Dispute by negotiation between executives who hold, at a minimum, the office of
President and CEO of the respective business entities involved in such Article
VI Dispute.  Either party may initiate
the executive negotiation process by providing a written notice to the other
(the “Article VI Initial Notice”).  Ten
(10) days after delivery of the Article VI Initial Notice, the receiving party
shall submit to the other a written response (the “Article VI Response”).  The Article VI Initial Notice and the
Article VI Response shall include (i) a statement of the Article VI Dispute and
of each party’s position, and (ii) the name and title of the executive who will
represent that party and of any other person who will accompany the
executive.  Such executives will meet in
person or by telephone within twenty (20) days of the date of the Article VI
Initial Notice to seek a resolution of the Article VI Dispute.


 


1.3           Mediation.  If an Article VI Dispute is not resolved by
negotiation as provided in Section 1.2 within thirty (30) days from the
delivery of the Article VI Initial Notice, then either party may submit the
Article VI Dispute for resolution by mediation pursuant to the CPR Institute
for Dispute Resolution Model Mediation Procedure as then in effect.  The parties will select a mediator from the
CPR Panels of Distinguished Neutrals. 
Either party at commencement of the mediation may ask the mediator to
provide an evaluation of the Article VI Dispute and the parties’ relative
positions.  The parties agree to resolve
such mediation within thirty (30) days of the selection of a mediator.


 


1.4           Arbitration.  If an Article VI Dispute is not resolved by
mediation as provided in Section 1.3 within thirty (30) days of the selection
of a mediator (unless the mediator chooses to withdraw sooner), either party
may submit the Article VI Dispute to be finally resolved by arbitration
pursuant to the CPR Rules for Non-Administered Arbitration as then in effect,
but amended as follows:  (i) after an
Article VI Dispute has arisen but has not been resolved by negotiation or
mediation according to the time frames set forth in Sections 1.2 and 1.3, a
party (“Claimant”) seeking to initiate arbitration shall send a Notice of
Arbitration to the other party (the “Respondent”) as soon as practicable; (ii)
the Respondent shall deliver to the Claimant a notice of defense within five
(5) business days of its receipt of the Notice of Arbitration; (iii) if a
counterclaim is asserted in the Notice of Defense, the Claimant shall deliver
to the Respondent a reply to counterclaim within five (5) business days of its
receipt of the Notice of Defense; (iv) there shall be one (1) arbitrator, who
shall be a member of the CPR Panels of Distinguished Neutrals and shall be
appointed by agreement of the parties, using their best, good faith efforts,
within five (5) days after the Notice of Defense is received by the Claimant,
or, if no agreement is reached, by the CPR upon written request of either
party; and (v) no discovery will be allowed. 
The parties agree to resolve such arbitration within thirty (30) days of
the date that the Claimant sends the Notice of Arbitration to the
Respondent.  Such arbitration proceeding
shall take place in New York, New York unless the parties mutually agree to
another location.  The parties agree
that no appeal shall lie from the arbitration award, that they will not
challenge the arbitration award for any reason in any court, and that the
arbitration award shall have the force and effect of a judgment as if a court
having jurisdiction thereof has


 


27

















 


entered judgment on the
award.  The arbitration shall be
governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.


 


28