Exhibit 10.11


 


NAME USE AGREEMENT


 


Agreement made this 1st day of July, 1996, by and between Phoenix Duff
& Phelps Corporation, a Delaware corporation (“PDP”), and Duff &
Phelps, LLC. a Delaware limited liability corporation (“Buyer”).


 


WHEREAS, concurrently with the execution of this Agreement, PDP has
sold substantially all of the assets of Duff & Phelps Capital Markets Co.,
a wholly-owned subsidiary of PDP (“DPCM”), to Buyer; and


 


WHEREAS, Buyer desires to continue using the name Duff & Phelps in
connection with its investment banking business and PDP is willing to allow
such use of the name Duff & Phelps for the consideration herein described.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.             Definitions.
In this Agreement the following terms have the meanings set forth below:


 


“Affiliate” of any Person means any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person.


 


“Credit Rating” means a letter, number, symbol, description, phrase or
other indicator denoting a level of credit quality, an assessment of credit
related elements, an evaluation of a debtor’s ability to perform or an
insurance company’s claims paying ability. A Credit Rating may be assigned to
debt or similar obligations (including but not limited to corporate, municipal,
sovereign, asset backed or other structured obligations, commercial properties,
residential mortgages, partnerships and individuals), preferred stock, claims
paying ability of insurance companies, guaranty companies, bonding or similar
companies where the ability to perform or a Credit Rating element is involved.
A Credit Rating is not a recommendation to buy, sell or hold a security or
other obligation. A Credit Rating may be a preliminary or final indicator of
credit quality.


 


“Credit Rating Business” means communicating in verbal, printed, or
electronic form Credit Ratings, whether or not such Credit Rating is paid for,
and analysis, reports, or publicity that explains the Credit Rating, discusses
what consideration or factors were utilized at arriving at the Credit Rating or
explains the risk factors that may be included or excluded from the Credit
Rating. Credit Rating Business also means any business customarily conducted by
any Nationally Recognized Statistical Rating Organization or a like
organization in direct competition with the Credit Rating Business of Duff
& Phelps Credit Rating Co. (“DCR”).


 

















 


“Investment Banking Business” means providing capital raising, merger
and acquisition services, corporate valuations, fairness opinions. strategic
financial consulting, capital adequacy opinions, research for unaffiliated
parties and brokerage services, including, without limitation, forming and
managing investment vehicles for private debt and equity transactions.


 


“Name” means “Duff & Phelps” or “Duff” and “Phelps” used singly, or
the registered trademark referred to in Section 7 hereof, or the letters “DP” ,
other than in the form of such registered trademark, when used in conjunction
with the name “Duff & Phelps.”


 


“Person” means any natural person, corporation, partnership, trust,
association, governmental authority or unit, or any other entity, whether
acting in an individual, fiduciary or other capacity.


 


2.             Grant of Right
To Use Name. Subject to the terms and conditions of this Agreement, PDP
hereby grants to Buyer the right to use the Name. Said right is exclusive to
Buyer and its Affiliates for an Investment Banking Business meaning that PDP
and its Affiliates will not use the Name or any derivation thereof in
connection with an Investment Banking Business or grant to others the right to
use the Name or any derivation thereof in connection with an Investment Banking
Business. Buyer may only use the Name in connection with an Investment Banking
Business and may not use the Name or any derivation thereof in connection with
any other business, including, but not limited to, any type of business being
conducted by PDP, or any of its Affiliates other than DPCM or Duff & Phelps
Securities Co., on the date of this Agreement or any type of Credit Rating
Business.


 


3.             Fee For Right To
Use Name. During the initial term of this license, Buyer will pay to PDP a
fee of One Million Dollars ($1,000,000), which shall be payable in arrears in
40 equal quarterly installments on the last day of each calendar quarter.
During the Option Term of this license, Buyer will pay to PDP a fee at the
annual rate of Ten Thousand Dollars ($ 10,000), which shall be payable in
arrears in equal quarterly installments on the last day of each calendar
quarter. The fee provided for herein shall be payable whether or not Buyer uses
the Name.


 


4.             Infringement.
PDP represents and warrants to Buyer that it is the owner of and has the
exclusive right to use the Name, except as provided in a license granted to DCR
to use the Name in connection with its Credit Rating Business. The execution,
delivery and performance of this Agreement by PDP does not conflict with such
license granted to DCR. There are no claims pending or, to PDP’s knowledge, threatened
that PDP is in violation of any intangible property rights of any third party
with respect to the use of the Name. Buyer hereby acknowledges that Duff &
Phelps/Inverness LLC is presently using the Name in connection with an
Investment Banking Business and that such use does not violate this Agreement.
PDP shall


 


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within 60 days of the date hereof cause the name of Duff &
Phelps/Inverness LLC to be changed to a name not containing the Name.


 


5.             Use of Name.
During the term of this license, Buyer shall comply with all laws and
regulations of the jurisdictions where the Name is used which pertain to the
Investment Banking Business and shall use the Name in accordance with accepted
practices in the industry. During the term of this license, in the event that
PDP. does not approve of any particular use of the Name by Buyer, then PDP will
specify the basis for such disapproval in writing, and PDP and Buyer will in
good faith attempt to resolve any disapproved use of the Name.


 


The use of the Name by Buyer in connection with the Investment Banking
Business shall inure to the benefit of PDP. PDP shall have the exclusive right
to obtain registration of the Name in the United States Patent and Trademark
Office and elsewhere in the United States and throughout the world and PDP
agrees to maintain such registration and any other registration which Buyer may
request upon Buyer’s agreement to pay the expense therefor. Buyer, upon request
from PDP, shall execute whatever documents are necessary from time to time to
effectuate the obtaining and maintaining of all such registrations by PDP of
the Name. Buyer admits the value of the publicity, reputation and goodwill
associated with the Name and acknowledges that such goodwill belongs to PDP and
that PDP has acquired a secondary meaning and an established identity in the
mind of the purchasing public in the Name. Buyer agrees that the present
license shall not be construed as an assignment of any service mark rights to Buyer.


 


6.             Term. The
initial term of this license shall terminate on June 30, 2006. Provided Buyer
is not in material default hereunder, this Agreement shall automatically extend
for additional successive one-year terms (the “Option Term”) unless Buyer shall
provide PDP notice of its desire to terminate this Agreement not less than 30
days prior to expiration of the initial or any option term hereof. All of the
terms and conditions of this Agreement applicable to the initial term shall be
applicable during the Option Term.


 


PDP has the right to terminate the license granted under this Agreement
upon 60 days advance written notice in the event Buyer breaches any material
promise or agreement made herein and fails to cure or remedy such material
breach during such 60 day period. Any such notice shall specify the breach and
the actions necessary to remedy such breach. Any such termination shall be
without prejudice to any other rights of PDP, including the right to damages
and/or equitable relief. Upon termination and/or expiration of this license,
for any reason, Buyer and its Affiliates will promptly discontinue the use of
the Name, whether as a service mark, a trade name or a corporate name, and will
not resume the use of same or adopt any colorable imitation thereof. In
addition, if a trade name or company name that incorporates the Name is
registered or otherwise recorded with any governmental


 


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authority or other entity, Buyer will execute any instruments and take
all steps requested by PDP which are necessary to accomplish or confirm the
change in trade name or company name required by this paragraph, including, but
not limited to, instruments amending or canceling the trade name or company
name registration or recordation, if any, of Buyer and any telephone directory
or trade directory listing including the Name. Where permitted by law,
automatically and without further act or instrument, PDP shall have power of
attorney to execute and record said instruments with the appropriate
governmental authorities on behalf of Buyer.


 


7.             Right To Use
Registered Trademark. Buyer shall have the right to use the following
trademark:


 


DP (Stylized
Letters)                               Reg.
No. 1,598,522


 


Buyer shall have the right to use the Name written in any script or
type of print and to adopt any other logo using the Name or the letters DP,
when used in Conjunction with the name “Duff & Phelps.”


 


8.             Binding Effect
and Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto. Buyer shall not
assign the right to use the Name to anyone other than an Affiliate of Buyer,
which assignment if made, shall be subject to all the terms and conditions of
this Agreement.


 


9.             Severability.
The invalidity of any provision of this Agreement as determined by a court of
competent jurisdiction in no way shall affect the validity of any other
provision hereof.


 


10.           Captions.
Section captions are not a part hereof and are merely for the convenience of
the parties.


 


11.           Choice of Law.
This Agreement shall be governed by the laws of the State of Illinois without
reference to the conflict or choice of law provisions thereof.


 


12.           Amendment.
This Agreement may not be amended without the express written agreement of all
parties hereto.


 


13.           Notices. All
notices under this Agreement must be in writing and delivered personally or
sent by United States mail, postage prepaid, or telecopier, addressed as
follows, except that any party by written notice given as aforesaid, may change
its address for subsequent notices to be given hereunder.


 


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(a)           Phoenix
Duff & Phelps Corporation


56 Prospect Street


Hartford, Connecticut 06115


Attention: Philip R. McLoughlin


Telecopier No: (860) 275-5543


 


With a copy to:


 


Thomas N. Steenburg


Phoenix Duff & Phelps Corporation


56 Prospect Street


Hartford, Connecticut 06115


 


(b)           Duff
& Phelps, LLC


55 East Monroe Street


Chicago, Illinois 60603


Attention: Chester A. Gougis


Telecopier No: (312) 263-5359


 


14.           Specific
Performance. The parties acknowledge and agree that performance of their
respective obligations hereunder will confer a unique benefit on the other and
that a failure of performance will not be compensable by money damages. The
parties therefore agree that this Agreement shall be specifically enforceable
and that specific enforcement and injunctive relief shall be available to
either party for any breach of any agreement, covenant or representation of the
other party hereunder.


 


 


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IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto on the date first above written.


 


 


	
   

  	
   

  	
  PHOENIX DUFF & PHELPS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ William R. Moyer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  William R. Moyer

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DUFF & PHELPS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Chester A. Gougis

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Chester A. Gougis

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Executive Officer and Manager

  



 


 


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