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.


 


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“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.


 


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“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


 


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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


 


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Affiliates’ purpose in
permitting such use is to benefit the business of GE 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 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.


 


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


 


(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


 


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computer network, such
requesting party has first used commercially reasonable efforts to obtain such
Software or Electronic Materials directly from such intranet or 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.


 


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(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.


 


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(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


 


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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, B, and C, 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.


 


14

















 


ARTICLE VII

General
Provisions


 


Section 7.01.                         Assignment.


 


(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.


 


16

















 


GENWORTH:


 


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,


 


17

















 


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.  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 6.12 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 VII 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.                         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.


 


[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


 


SOFTWARE, TOOLKITS AND OTHER MATERIALS


 


All (i) 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 and (ii) trade secrets associated with the following:


 


 


	
  1.

  	
   

  	
  SSO:

  GE Group’s Single Sign On Security new user registration and password update
  Software

  
	
  2.

  	
   

  	
  Join GE:

  GE Group’s H/R onboarding Software

  
	
  3.

  	
   

  	
  eEMS:

  GE Group’s EMS H/R Software

  
	
  4.

  	
   

  	
  Compensation Planning Application:

  GE Group’s Salary, Stock Option & Other Incentive Comp Planning System
  Software

  
	
  5.

  	
   

  	
  IT Project Risk Assessment:

  GE Group’s IT Project Risk Assessment tool Software

  
	
  6.

  	
   

  	
  Integrity Website:

  GE Group’s Integrity Website Software

  
	
  7.

  	
   

  	
  Career Opportunity System:

  GE Group’s Job opportunities H/R intranet site Software

  
	
  8.

  	
   

  	
  eSessionC:

  GE Group’s eSessionC H/R Software

  
	
  9.

  	
   

  	
  eExit:

  GE Group’s eExit H/R Software

  
	
  10.

  	
   

  	
  eStart:

  GE Group’s eStart H/R Software

  
	
  11.

  	
   

  	
  Consumer Analytics Platform:

  GE Partnership Marketing Group’s (PMG) Consumer Analytics Platform Software,
  excluding (i) third party data and (ii) customer data

  
	
  12.

  	
   

  	
  Oracle H/R Software Modifications Owned by
  the GE Group:

  Enhancements, modifications, configuration, etc. to base Oracle H/R module
  owned by the GE Group

  
	
  13.

  	
   

  	
  IP Digital Cockpit:

  IP Digital Cockpit Software

  
	
  14.

  	
   

  	
  GOLDnet:

  GOLDnet Software

  



 

















 


	
  15.

  	
   

  	
  A2P2:

  A2P2 Investments Software for cash forecasting, reporting and allocation

  
	
  16.

  	
   

  	
  DOT:

  DOT Investments Software for real estate loan origination

  
	
  17.

  	
   

  	
  Monster:

  Monster Investments Software for derivatives accounting

  
	
  18.

  	
   

  	
  REM:

  REM Investments Software for risk monitoring

  
	
  19.

  	
   

  	
  PV01:

  PV01 Investments Software for risk monitoring/cash hedging

  
	
  20.

  	
   

  	
  TIPS:

  TIPS Investments Software

  
	
  21.

  	
   

  	
  CATS:

  CATS Investments Software

  
	
  22.

  	
   

  	
  Trading Compliance Limits:

  Limit 5.0  / Trigger 6.0 Investments
  Software

  
	
  23.

  	
   

  	
  DREAMS:

  DREAMS Investments Software

  
	
  24.

  	
   

  	
  Investments Data Warehouse:

  Investments Data Warehouse Software for Insurance

  
	
  25.

  	
   

  	
  Ulysses Software:

  Ulysses Software, including web-based requisition module and other
  enhancements, modifications, configuration, etc. to the base Oracle SSS
  module owned by the GE Group

  
	
  26.

  	
   

  	
  IMLP Tracking System:

  GE Group’s Information Management Leadership Program (IMLP) Tracking System
  Software

  
	
  27.

  	
   

  	
  Media Activity System (MAS):

  Media Activity System (MAS) Software

  
	
  28.

  	
   

  	
  GE Group’s Strategic Toolkits,
  including

  •                 Workout!

  •                 CAP (Change Acceleration Process)

  •                 Facilitative Leadership

  •                 ACFC (At the Customer For the
  Customer)

  •                 QMI (Quick Market Intelligence)

  •                 DMAIC

  •                 NPI/DFSS incl. Gen III (New Product
  Introduction / Design For Six Sigma)

  •                 Globalization

  •                 Session I, II, C, D, IP

  •                 GE Group’s Policies & Procedures

  



 

















 


	
  29.

  	
   

  	
  Training:

  Crotonville Course Materials including but not limited to

  •                 NMDC (New
  Manager Development Course)

  •                 MDC (Manager Development Course)

  •                 BMC (Business Management Course)

  •                 EDC (Executive Development Course)

  •                 AIMC (Advanced Information
  Management Course)

  CLOE (Center for Learning & Organizational Excellence) Course Materials
  including but not limited to

  •                 PRL (Personnel Relations Leadership)

  
	
  30.

  	
   

  	
  Finance:

  GE Group’s GAAP Reference Materials

  GE Group’s Finance Toolkit

  GE Group’s Sourcing Toolkit

  
	
  31.

  	
   

  	
  Human Resources:

  GE Group’s Human Resources Toolkit

  GE Group’s Communications Toolkit

  Resolve

  GE Group’s Program Materials, including

  •                IMLP
  (Information Management Leadership Program)

  •                FMP (Financial Management Program)

  •                HRLP (Human Resources Leadership
  Program)

  •                CLP (Commercial Leadership Program)

  •                RMLP (Risk Management Leadership
  Program)

  
	
  32.

  	
   

  	
  Risk:  GE Group’s Risk Management Toolkit

  
	
  33.

  	
   

  	
  Information Technology:

  GE Group’s IT Toolkit

  Security Risk Assessment Toolkit

  
	
  34.

  	
   

  	
  Legal/Compliance:

  GE Group’s Legal Toolkit

  GE Group’s Compliance Toolkit

  
	
  35.

  	
   

  	
  Marketing:

  GE Group’s Marketing Toolkit

  
	
  36.

  	
   

  	
  Operations:

  Crisis Management Toolkit

  
	
  37.

  	
   

  	
  Business Development:

  GE Group’s Business Development Toolkit

  
	
  38.

  	
   

  	
  GE Group’s Survey
  Suite

  
	
  39.

  	
   

  	
  eHR Website

  
	
  40.

  	
   

  	
  eInvoicing:

  GE will provide Blue Ridge with source code for any enhancements,
  modification, configurations, etc. to the base eInvoicing Software owned by
  the GE Group

  



 

















 


	
  41.

  	
   

  	
  Safari-Expense:

  Safari Expense Software

  
	
  42.

  	
   

  	
  BAAS / Bank Account Administration Software

  
	
  43.

  	
   

  	
  IBS / Intercompany Billing System Software

  
	
  44.

  	
   

  	
  Sourcing Datawarehouse(s) / GSTAR &
  Proclarity

  
	
  45.

  	
   

  	
  MyDevelopment@GE Software

  
	
  46.

  	
   

  	
  360 Degree Peer Evaluation System Software

  
	
  47.

  	
   

  	
  Integrity Website Software

  
	
  48.

  	
   

  	
  eMeasure Software

  
	
  49.

  	
   

  	
  Transaction Control Authority Software

  
	
  50.

  	
   

  	
  GE Health Advantage Software

  
	
  51.

  	
   

  	
  Health By Numbers E Program Software

  
	
  52.

  	
   

  	
  PAS Extracts Software  (GE/CMS developed)

  
	
  53.

  	
   

  	
  PAS Workflow Software  (GE/CMS developed)

  
	
  54.

  	
   

  	
  CMS Data Warehouse Software  (GE/CMS developed)

  
	
  55.

  	
   

  	
  FASB 133 Hedge Accounting Software

  
	
  56.

  	
   

  	
  CMS P&L Report Software

  
	
  57.

  	
   

  	
  Deal Tracker Software

  
	
  58.

  	
   

  	
  HotDocs Integration Software

  
	
  59.

  	
   

  	
  PROFITS Toolkit

  
	
  60.

  	
   

  	
  Portfolio Optimizer: Asset/Liability
  Matching, Portfolio Optimization Tool Software

  



 


 


II.             PATENTS


 


 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00141

  	
   

  	
  52493.000083

  
	
  85FA-00142

  	
   

  	
  52493.000081

  
	
  85FA-00143

  	
   

  	
  52493.000082

  
	
  85FA-00144

  	
   

  	
  52493.000079

  



 

















 


SCHEDULE B


 


Certain Genworth Intellectual Property


 


SOFTWARE, TOOLKITS AND OTHER MATERIALS


 


All (i) 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 and (ii) trade secrets associated with the following:


 


	
  1.

  	
   

  	
  MyGoals:

  Genworth Group’s MyGoals H/R Software

  
	
  2.

  	
   

  	
  Privacy/Opt-Out:

  Genworth Group’s Consumer Privacy Management Software

  
	
  3.

  	
   

  	
  Complaint Log System (CLS):

  Genworth Group’s Complaint Log System Software

  
	
  4.

  	
   

  	
  Death Claims System:

  Genworth Group’s Death Claims Cross-Checking Software

  
	
  5.

  	
   

  	
  EWD:

  Genworth Group’s Enterprise-Wide Disbursement Software

  
	
  6.

  	
   

  	
  SMART:

  Genworth Group’s Sales Management and Report Tracking System Software

  
	
  7.

  	
   

  	
  e-Learning:

  Genworth Group’s developed e-Learning courseware Software

  
	
  8.

  	
   

  	
  Change Control System Software (Europe):

  Genworth Group’s web-based Change Control System Software

  
	
  9.

  	
   

  	
  Compliance Management System (CMS):

  Genworth Group’s Compliance Management System Software

  
	
  10.

  	
   

  	
  Genworth Strategic Toolkits, including:
P.I.E.  HomeRun  e-QuTOPS
  PMO Toolkit, including Project Place Software

  
	
  11.

  	
   

  	
  Training:
“GEFA-U” Course Materials including
  but not limited to

  •            Foundations of Leadership

  •            Interview & Selections

  Business Leadership Impact Symposium

  Lean Transactions

  
	
  12.

  	
   

  	
  Human Resources:
Genworth Group’s Program Materials,
  including

  •            LDP (Leadership Development Program)

  •            ALDP
  (Actuarial Leadership Development Program)

  



 

















 


	
  13.

  	
   

  	
  Risk:

  Genworth Group’s Risk Management Toolkit

  
	
  14.

  	
   

  	
  Information
  Technology:

  Genworth Group’s DMADOV Methodology

  
	
  15.

  	
   

  	
  Legal/Compliance:

  Outsourcing Toolkit including the Migration Toolkit

  
	
  16.

  	
   

  	
  Operations:

  Genworth Group’s Crisis Management Toolkit

  
	
  17.

  	
   

  	
  GE
  Center for Financial Learning Materials, including the “Managing Your Credit”
  Module

  



 

















 


PATENTS


 


 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00100

  	
   

  	
  52493.000118

  and

  52493.000153

  
	
  85FA-00101

  	
   

  	
  52493.000032

  
	
   

  	
   

  	
   

  
	
  85FA-00103

  	
   

  	
  52493.000126

  
	
  85FA-00104

  	
   

  	
  52493.000036

  
	
  85FA-00105

  	
   

  	
  52493.000037

  
	
  85FA-00106

  	
   

  	
  52493.000040

  and

  52493.000170

  
	
  85FA-00107

  	
   

  	
  52493.000041

  and

  52493.000169

  
	
  85FA-00108

  	
   

  	
  52493.000065

  
	
  85FA-00109

  	
   

  	
  52493.000058

  and

  52493.000175

  
	
  85FA-00110

  	
   

  	
  52493.000046

  and

  52493.000191

  
	
  85FA-00111

  	
   

  	
  52493.000056

  
	
  85FA-00112

  	
   

  	
  52493.000183

  
	
  85FA-00113

  	
   

  	
  52493.000060

  
	
  85FA-00114

  	
   

  	
  52493.000063

  and

  52493.000188

  
	
  85FA-00115

  	
   

  	
  52493.000061

  
	
  85FA-00116

  	
   

  	
  52493.000059

  and

  52493.000220

  
	
  85FA-00117

  	
   

  	
  52493.000057

  
	
  85FA-00118

  	
   

  	
  52493.000130

  
	
  85FA-00119

  	
   

  	
  52493.000062

  
	
  85FA-00120

  	
   

  	
  52493.000068

  
	
  85FA-00121

  	
   

  	
  52493.000054

  and

  52493.000244

  
	
  85FA-00123

  	
   

  	
  52493.000045

  
	
  85FA-00124

  	
   

  	
  52493.000048

  and

  52493.000217

  



 

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00125

  	
   

  	
  52493.000047

  
	
  85FA-00126

  	
   

  	
  52493.000053

  
	
  85FA-00127

  	
   

  	
  52493.000050

  
	
  85FA-00128

  	
   

  	
  52493.000067

  
	
  85FA-00129

  	
   

  	
  52493.000066

  
	
  85FA-00130

  	
   

  	
  52493.000075

  and

  52493.000116

  
	
   

  	
   

  	
   

  
	
  85FA-00132

  	
   

  	
  File # available

  
	
   

  	
   

  	
   

  
	
  85FA-00134

  	
   

  	
  52493.000124

  and

  52493.000235

  
	
  85FA-00135

  	
   

  	
  52493.000070

  
	
  85FA-00136

  	
   

  	
  52493.000072

  
	
  85FA-00137

  	
   

  	
  52493.000073

  and

  52493.000189

  
	
  85FA-00138

  	
   

  	
  52493.000076

  and

  52493.000197

  
	
  85FA-00139

  	
   

  	
  52493.000080

  
	
  85FA-00140

  	
   

  	
  52493.000084

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  85FA-00145

  	
   

  	
  52493.000085

  and

  52493.000201

  
	
  85FA-00146

  	
   

  	
  52493.000086

  
	
  85FA-00147

  	
   

  	
  52493.000087

  and

  52493.000186

  
	
  85FA-00148

  	
   

  	
  52493.000091

  and

  52493.000222

  
	
  85FA-00149

  	
   

  	
  52493.000090

  and

  52493.000225

  
	
  85FA-00150

  	
   

  	
  52493.000089

  
	
  85FA-00151

  	
   

  	
  52493.000093

  and

  52493.000212

  



 

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00152

  	
   

  	
  52493.000095

  
	
  85FA-00153

  	
   

  	
  52493.000096

  
	
  85FA-00154

  	
   

  	
  52493.000221

  
	
  85FA-00155

  	
   

  	
  52493.000099

  and

  52493.000266

  
	
  85FA-00156

  	
   

  	
  52493.000101

  and

  52493.000196

  
	
  85FA-00157

  	
   

  	
  52493.000114

  and

  52493.000193

  and

  52493.000102

  
	
  85FA-00158

  	
   

  	
  52493.000100

  
	
  85FA-00159

  	
   

  	
  52493.000103

  
	
  85FA-00160

  	
   

  	
  52493.000104

  and

  52493.000215

  
	
  85FA-00161

  	
   

  	
  File # available

  
	
  85FA-00162

  	
   

  	
  52493.000105

  
	
  85FA-00163

  	
   

  	
  52493.000107

  and

  52493.000275

  
	
  85FA-00164

  	
   

  	
  52493.000108

  
	
  85FA-00165

  	
   

  	
  52493.000109

  
	
  85FA-00166

  	
   

  	
  52493.000110

  
	
  85FA-00167

  	
   

  	
  52493.000111

  
	
  85FA-00168

  	
   

  	
  52493.000112

  and

  52493.000246

  
	
  85FA-00169

  	
   

  	
  File # available

  
	
  85FA-00170

  	
   

  	
  52493.000121

  and

  52493.000202

  
	
  85FA-00171

  	
   

  	
  52493.000123

  and

  52493.000338

  
	
  85FA-00172

  	
   

  	
  52493.000119

  
	
  85FA-00173

  	
   

  	
  52493.000129

  and

  52493.000243

  
	
  85FA-00174

  	
   

  	
  52493.00128

  



 

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00175

  	
   

  	
  52493.000127

  and

  52493.000257

  
	
  85FA-00176

  	
   

  	
  52493.000125

  
	
  85FA-00177

  	
   

  	
  52493.000139

  and

  52493.000224

  
	
  85FA-00178

  	
   

  	
  52493.000145

  
	
  85FA-00179

  	
   

  	
  52493.000135

  
	
  85FA-00180

  	
   

  	
  52493.000131

  
	
  85FA-00181

  	
   

  	
  52493.000134

  
	
  85FA-00182

  	
   

  	
  52493.000136

  and

  52493.000242

  
	
  85FA-00183

  	
   

  	
  52493.000143

  
	
  85FA-00184

  	
   

  	
  52493.000138

  
	
  85FA-00185

  	
   

  	
  52493.000141

  
	
  85FA-00186

  	
   

  	
  52493.000142

  
	
  85FA-00187

  	
   

  	
  52493.000163

  and

  52493.000321

  
	
  85FA-00188

  	
   

  	
  File # available

  
	
  85FA-00189

  	
   

  	
  52493.000133

  and

  52493.000270

  
	
  85FA-00190

  	
   

  	
  52493.000152

  and

  52493.000256

  
	
  85FA-00191

  	
   

  	
  52493.000151

  and

  52493.000274

  
	
  85FA-00192

  	
   

  	
  52493.000155

  and

  52493.000255

  
	
  85FA-00193

  	
   

  	
  52493.000156

  and

  52493.000278

  and
52493.000337

  
	
  85FA-00194

  	
   

  	
  52493.000157

  and

  52493.000273

  
	
  85FA-00195

  	
   

  	
  52493.000164

  
	
  85FA-00196

  	
   

  	
  52493.000165

  and

  52493.000247

  



 

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00197

  	
   

  	
  52493.000166

  and

  52493.000265

  
	
  85FA-00198

  	
   

  	
  52493.000162

  
	
  85FA-00199

  	
   

  	
  52493.000233

  
	
  85FA-00200

  	
   

  	
  52493.000229

  
	
  85FA-00201

  	
   

  	
  52493.000185

  
	
  85FA-00202

  	
   

  	
  52493.000234

  
	
  85FA-00203

  	
   

  	
  52493.000237

  
	
  85FA-00204

  	
   

  	
  52493.000238

  
	
  85FA-00205

  	
   

  	
  52493.000239

  
	
  85FA-00206

  	
   

  	
  52493.000161

  
	
  85FA-00207

  	
   

  	
  52493.000168

  and

  52493.000282

  
	
  85FA-00208

  	
   

  	
  52493.000171

  and

  52493.000286

  
	
  85FA-00209

  	
   

  	
  52493.000264

  and

  52493.000172

  and

  52493.000304

  and

  52493.000343

  
	
  85FA-00210

  	
   

  	
  File # available

  
	
  85FA-00211

  	
   

  	
  File # available

  
	
  85FA-00212

  	
   

  	
  52493.000176

  and
52493.000299

  
	
  85FA-00213

  	
   

  	
  52493.000179

  
	
  85FA-00214

  	
   

  	
  52493.000187

  
	
  85FA-00215

  	
   

  	
  52493.000199

  
	
  85FA-00216

  	
   

  	
  52493.000208

  
	
  85FA-00217

  	
   

  	
  52493.000205

  
	
  85FA-00218

  	
   

  	
  52493.000204

  
	
  85FA-00219

  	
   

  	
  52493.000231

  
	
  85FA-00220

  	
   

  	
  52493.000230

  
	
  85FA-00221

  	
   

  	
  52493.000261

  
	
  85FA-00222

  	
   

  	
  52493.000251

  and

  52493.000328

  



 

















 


	
  GE Docket
  Number

  	
   

  	
  H&W File No.

  
	
  85FA-00223

  	
   

  	
  52493.000252

  
	
  85FA-00224

  	
   

  	
  52493.000253

  
	
  85FA-00225

  	
   

  	
  52493.000260

  
	
  85FA-00226

  	
   

  	
  52493.000262

  
	
  85FA-00227

  	
   

  	
  52493.000277

  
	
  85FA-00228

  	
   

  	
  52493.000281

  
	
  85FA-00229

  	
   

  	
  52493.000302

  
	
  85FA-00230

  	
   

  	
  52493.000301

  
	
  85FA-00231

  	
   

  	
  52493.000297

  
	
  85FA-00232

  	
   

  	
  52493.000296

  
	
  85FA-00233

  	
   

  	
  52493.000295

  
	
  85FA-00234

  	
   

  	
  52493.000303

  
	
  85FA-00235

  	
   

  	
  52493.000298

  
	
  85FA-00236

  	
   

  	
  52493.000300

  
	
  85FA-00237

  	
   

  	
  File # available

  
	
  85FA-00238

  	
   

  	
  52493.000328

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  85FA-00241

  	
   

  	
  52493.000203

  and

  52493.000339

  
	
   

  	
   

  	
   

  
	
  85FA-00243

  	
   

  	
  File # available

  
	
  85FA-00244

  (US 85FA-00106)

  	
   

  	
  52493.000170

  (US .000040)

  
	
  85FA-00245

  	
   

  	
  52493.000308

  
	
  85FA-00246

  	
   

  	
  52493.000309

  
	
  85FA-00247

  	
   

  	
  52493.000311

  
	
  85FA-00248

  	
   

  	
  52493.000312

  
	
  85FA-00249

  	
   

  	
  52493.000160

  
	
  85FA-00250

  129271

  RD 30958

  	
   

  	
  52493.000310

  
	
  85FA-00250

  	
   

  	
  52493.000313

  
	
   

  	
   

  	
   

  
	
  85FA-00252

  	
   

  	
  52493.000258

  
	
  85FA-00253

  	
   

  	
  52493.000346

  
	
  85FA-00254

  	
   

  	
  52493.000344

  
	
  Assigned to Genworth

  	
   

  	
  52493.000349

  



 

















 


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


 


	
   

  	
   

  	
  GE Docket Number

  	
   

  	
  H&W File No.

  
	
  1.

  	
   

  	
  85FA-00239

  	
   

  	
  52493.000330

  
	
  2.

  	
   

  	
  85FA-00240

  	
   

  	
  52493.000331

  
	
  3.

  	
   

  	
  85FA-00242

  	
   

  	
  52493.000332

  
	
  4.

  	
   

  	
  52493.000352

  	
   

  	
   

  
	
  5.

  	
   

  	
  52493.000361

  	
   

  	
   

  
	
  6.

  	
   

  	
  52493.000362

  	
   

  	
   

  
	
  7.

  	
   

  	
  52493.000363

  	
   

  	
   

  
	
  8.

  	
   

  	
  52493.000364

  	
   

  	
   

  
	
  9.

  	
   

  	
  52493.000365

  	
   

  	
   

  



 


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, (i) 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 and (ii) such consent shall only be required once for all personnel
of any such third party.


 

















 


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, (i) 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 and (ii) such consent shall only be required once for all personnel of
any such third party.


 


3.                                     ERC


 


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


 


•                       Account Reconciliation


•                       Systematic Email Induction


 


	
  GE Docket Number

  	
   

  	
  Description

  
	
  85ER-00116

  	
   

  	
  System Email Induction

  
	
  85ER-00139

  	
   

  	
  Account Reconciliation Tool

  



 


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 contractor, consultant, customer or supplier of Genworth or its Affiliates)
without the prior written consent of GE, which shall not be unreasonably
withheld; provided, however, that Genworth and its Affiliates may
sublicense the ERC IP to an acquiring entity pursuant to Section 2.01(b) of the
Agreement without the prior written consent of GE.  For the avoidance of doubt, (i) it shall not be deemed
unreasonable to withhold consent if such contractor, consultant, customer or
supplier of Genworth or its Affiliates is a competitor, customer or potential
customer of Employers Reinsurance Corporation and (ii) such consent shall only
be required once for all personnel of any such third party.


 


4.                                       Consent
Process


 


If, after twenty-five (25) days of GE’s receipt
of a written request by Genworth for consent pursuant to this Schedule C, GE
fails to send Genworth written notice of its decision regarding such consent,
such consent shall be deemed granted. 
The initial contact person at GE to whom all requests for consent
pursuant to this Schedule C shall be sent shall be Cecilia Lofters (Senior
Intellectual Property Counsel, Financial Services,


 

















 


General Electric Company, 3135 Easton
Turnpike W3B-45, Fairfield, CT 06828). 
GE may change such contact person from time to time upon prior written
notice to Genworth.


 

















 


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