EX-10.8 Form of Trademark License Agreement

Exhibit 10.8

TRADEMARK LICENSE AGREEMENT

         This TRADEMARK LICENSE AGREEMENT (“Agreement”) is dated as of      , 2002 (the “Effective Date”) between TRW INC., an Ohio corporation (“Licensor”), and TRW AUTOMOTIVE INC., a corporation organized under the laws of Delaware and a wholly-owned subsidiary of Licensor (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.”

         RECITALS

         WHEREAS, Licensor and Licensee have entered into that certain Master Distribution Agreement of even date herewith (the “Distribution Agreement”), which provides, among other things, for the separation of the TRW Automotive Business from Licensor;

         WHEREAS, pursuant to Section 5.1(a) of the Distribution Agreement, Licensor has agreed to license certain intellectual property to Licensee, namely, the Licensed Marks (as defined herein) for use in connection with Automotive Products, Automotive Services and, on certain terms and conditions, New Products and Services (each defined herein);

         WHEREAS, there is substantial goodwill associated with the Licensed Marks as a result of Licensor’s use of the Licensed Marks in connection with its businesses, including in connection with the TRW Automotive Business prior to the separation of the TRW Automotive Business from Licensor, through the operation of the TRW Automotive Business by persons who will be associated with Licensee after the separation;

         WHEREAS, the separation of the TRW Automotive Business from Licensor and the operation of that business by Licensee under the Licensed Marks as provided for in this Agreement is intended to preserve the goodwill in the Licensed Marks by assuring purchasers of Automotive Products and Automotive Services that such products and services are of the same level of quality as prior to the separation of the TRW Automotive Business from Licensor; and

         WHEREAS, Licensee desires to obtain the right and license to use the Licensed Marks in connection with the Automotive Products, Automotive Services and, on certain terms and conditions, New Products and Services, all on the terms and conditions of this Agreement.

         NOW, THEREFORE, for one dollar ($1.00) in hand and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

         I.     DEFINITIONS

         1.1 Definitions. All terms used but not defined herein, shall have the meaning set forth in the Distribution Agreement (as defined above). For purposes of this Agreement, the following capitalized terms shall have the following meanings:

         “Affiliate” An “Affiliate” of, or a Person “Affiliated” with, any specified Person means a Person that, directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such specified Person. For purposes of this Agreement, “Control” shall mean either the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and/or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

         “Automotive Products” means steering, suspension, braking, engine, occupant safety, electronic and electro-mechanical components, modules and systems, engineered fastening and other components and systems for passenger cars, light trucks, commercial vehicles and other land-based motor vehicles, including inflatable restraint, seat belt and steering wheel components and systems; braking components, systems and related products; steering and suspension systems and components; chassis components, modules and integrated vehicle control systems; vehicle dynamic control systems and electronics; access, security and safety electronics systems; display and heating, ventilating and air conditioning electronics; engineered and plastic fasteners and precision plastic moldings and assemblies; engine components and systems; commercial steering systems and components, and any other automotive products for which Licensor was using the Licensed Marks as trademarks immediately prior to the Effective Date.

         “Automotive Services” means services, including but not limited to design services, logistics services, assembly services, warranty administration services, technical support services and diagnostic services, reasonably related or incidental to the development, manufacture, sale or distribution of Automotive Products and any other automotive services for which Licensor was using the Licensed Marks as trademarks immediately prior to the Effective Date.

         “Licensed Products” means (i) Automotive Products and (ii) New Product and Services that are products (if and when approved by Licensor pursuant to Section 2.4 hereof), that are, in each case, designed, manufactured, promoted, distributed, or sold by or on behalf of Licensee or its sublicensees under the Licensed Marks in accordance with this Agreement.

         “Licensed Services” means (i) Automotive Services and (ii) New Products and Services that are services (if and when approved by Licensor pursuant to Section 2.4 hereof), that are, in each case, provided, promoted, or sold by or on behalf of Licensee or its sublicensees under the Licensed Marks in accordance this Agreement.

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         “Licensed Marks” means the TRW Mark and TRW Logo and all trademark and service marks, rights, and, if applicable, copyrights therein. All current registrations of the Licensed Marks are set forth on Schedule I hereto.

         “New Products and Services” means products and/or services that have qualified for inclusion as part of the Licensed Products or Licensed Services pursuant to Section 2.4 hereof. To the extent that Automotive Services and Automotive Products are of a type that was not sold by Licensor or Licensee as of the Effective Date, they shall be considered New Products and Services.

         “Person” means any natural person, corporation, partnership, limited liability company, trust, joint venture, or other legal entity or organization including a government, political subdivision, or agency or instrumentally thereof.

         “Pre-Existing Rights” means the rights of any Person, other than Licensee and its sublicensees, to use the Licensed Marks, or to design, manufacture, promote, distribute and/or sell Licensed Products or Licensed Services under the Licensed Marks, which conflict with the rights granted to Licensee under this Agreement, in each case pursuant to agreements that are in effect as of the Effective Date. All agreements containing Pre-Existing Rights as of the Effective Date are set forth on Exhibit C.

         “Term” means the duration of this Agreement, as defined under Section 4.1 hereof.

         “TRW Logo” means the logo in the form set forth on Exhibit B hereto, and all variations approved by Licensor pursuant to Section 2.2 of this Agreement.

         “TRW Mark” means the term “TRW”, whether alone or in combination with other words, phrases, slogans, or graphics, including the variations thereon set forth on Exhibit B hereto, and all variations approved by Licensor pursuant to Section 2.2 of this Agreement.

         II.     USE OF TRADEMARKS

         2.1 Grant of Licenses.

         (a)  Subject to the terms and conditions of this Agreement, including the termination provisions below, and effective from and after the Distribution Declaration Date, Licensor hereby grants to Licensee a perpetual, royalty-free right and license to use the Licensed Marks , in the manners specified herein, in connection with the design, manufacture (including contract manufacture, under sub-licenses where appropriate), promotion, distribution, sale and resale throughout the world of Automotive Products, in connection with the provision, promotion, sale and resale throughout the world of the Automotive Services, and, if and when, New Products and Services are approved pursuant to Section 2.4, the design, manufacture (including contract manufacture, under sub-licenses where appropriate),distribution, provision, promotion, sale and resale of New Products and Services. The foregoing grant includes the right for Licensee to promote,

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distribute, and sell Licensed Products and Licensed Services over the Internet, or any similar or successor communications medium, or via any website.

         (b)  Notwithstanding the foregoing, the scope of the rights granted hereunder (including any exclusivity) shall be limited by, and subject to, Pre-Existing Rights, in each case unless and until such Pre-Existing Rights terminate. All rights and licenses pertaining to the Licensed Marks and not expressly granted under this Agreement are reserved by Licensor.

         (c)  Licensee agrees that it will not use the Licensed Marks as trademarks, trade names, corporate names, brand names, Internet domain names, “doing business as” names, service marks, and the like in connection with the design, manufacture, provision, promotion, distribution, or sale of any products or services other than Automotive Products, Automotive Services, or if and when approved, pursuant to Section 2.4 hereof, New Products and Services.

         (d)  Subject to the terms and conditions of this Agreement, including the termination provisions below, Licensor consents to Licensee’s use of any Licensed Mark as part of the corporate name “TRW Automotive Inc.” and to the use of any Licensed Mark as part of the corporate names of Licensee’s subsidiaries and affiliates who are licensees or sublicensees of the Licensed Marks. Any variations to a Licensed Mark for use as part of Licensee’s or its subsidiaries’ and affiliates’ corporate names are subject to Licensor’s approval, such approval not to be withheld unreasonably.

         (e)  Licensee shall not use any of the Licensed Marks in any manner that may give the impression that the Licensed Marks are owned by Licensee (unless such is the case pursuant to Section 2.5(g) hereunder or otherwise). Licensee shall be permitted to indicate on its letterhead, business cards, invoices, and other similar business documents, and on packaging and promotional materials for the Licensed Products or Licensed Services, that Licensee is the “maker of,” or “distributor of” the Licensed Products or Licensed Services, so long as Licensee uses, where commercially feasible, any legend regarding Licensor’s ownership of the Licensed Marks reasonably required by Licensor to be used, such as, by way of example, “TRW is the name and mark of TRW Inc. used under license.”

         2.2 Form of Licensed Marks; Variations. Licensee shall use the Licensed Marks only in block print format, the format(s) set forth on Exhibit B, or the format(s) approved by Licensor, as follows: If Licensee desires to adopt a variation of the Licensed Mark, then Licensee shall submit its proposed variation to Licensor for its written approval, which approval shall not be unreasonably withheld. The parties acknowledge that any variation in the Licensed Marks shall be owned by Licensor and shall, if and when approved by Licensor, be considered covered by the terms of this Agreement that apply to the Licensed Marks. In no event shall Licensee conjoin any of Licensee’s own trademarks, service marks, corporate or fictional names, or Internet domain names with any Licensed Mark without Licensor’s written consent, such consent not to be withheld unreasonably. At all times, Licensee shall use Licensed Marks properly as trademarks, i.e., as an adjective and not as a noun or a verb. The use of the Licensed Marks shall be

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consistent with the requirements and/or guidelines established in the style guide in use on the Effective Date by the Licensor and provided to Licensee.

         2.3 Quality Control Standards.

         (a)  Licensee acknowledges that the Licensed Marks have established valuable goodwill and are well-regarded by purchasers of Automotive Products and Automotive Services heretofore sold by Licensor under the Licensed Marks as symbolizing products and services of high quality, and that it is of great importance to Licensor that the goodwill of the Licensed Marks be maintained when they are used by Licensee under this Agreement in connection with the Licensed Products and Licensed Services, and New Products and Services. Licensee shall not use the Licensed Marks or conduct the TRW Automotive Business in any manner that will adversely affect the goodwill associated with the Licensed Marks.

         (b)  Licensor and Licensee acknowledge that Licensee is fully familiar with the design, manufacture, distribution, sale, resale and promotion of Automotive Products and Automotive Services under the Licensed Mark, and the manner in which the goodwill of the Licensed Marks has been developed and maintained over the years, as a result of the participation, for many years prior to the separation of the TRW Automotive Business from Licensor, of various principals and employees of Licensee in the TRW Automotive Business as it was conducted by Licensor. Licensee agrees that in the conduct of the TRW Automotive Business under the Licensed Marks under this Agreement, it will not materially deviate from the quality standards in place on the Effective Date with respect to Automotive Products and Automotive Services sold by Licensor at the time of the separation of the TRW Automotive Business from Licensor, without the prior written approval of Licensor, such approval not to be unreasonably withheld. All New Products and Services sold under the Licensed Marks as permitted hereunder shall generally conform to the quality standards in place on the Effective Date with respect to Automotive Products and Automotive Services sold by Licensor at the time of the separation of the TRW Automotive Business from Licensor, or such other quality standards as may be approved in writing by Licensor hereunder, such approval not to be unreasonably withheld.

         (c) Licensee agrees that, upon Licensor’s request, on an annual basis, it will provide Licensor or its designee with catalogs, products, product specifications or other materials sufficient, in the exercise of Licensor’s reasonable business judgment, to enable Licensor to determine whether or not Licensee has satisfied its obligations to maintain the level of quality specified within on a consistent basis with respect to Automotive Products, Automotive Services, and New Products and Services sold under the Licensed Marks hereunder. Licensee also agrees that, on an annual basis, with reasonable advance notice, it will permit Licensor or its designee reasonable access to such of Licensee’s physical facilities or plants, and to such of Licensee’s non-privileged business files and records, as are sufficient, in the exercise of Licensor’s reasonable business judgment, to enable Licensor to determine whether or not Licensee has satisfied its obligations to maintain such a level of quality.

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         (d)  Licensee shall comply with all laws, rules, and regulations applicable to its design, manufacture, provision, promotion, distribution, sale, and resale of Licensed Products, and Licensed Services, and its use of the Licensed Marks.

         (e)  No inspection or approval by Licensor shall constitute any express or implied representation or warranty by Licensor that any products are in compliance with any laws, rules or regulations, or are otherwise free of defects.

         2.4 New Products and Services.

         (a)  From time to time, Licensee may add specific products and services as Licensed Products or Licensed Services, to the extent that (i) such products and services are related to and/or constitute a reasonable extension of the TRW Automotive Business, and (ii) Licensee can document a bona fide intent to design, manufacture, provide, promote, distribute or sell such product or service under the Licensed Marks within a year of such proposal. In order to be eligible to become a Licensed Product or Licensed Service, such product or service must be consistent with the image and reputation of the Licensed Marks and not compete with any product or service which is then being designed, manufactured, provided, promoted, distributed or sold by Licensor, its Affiliates or their respective licensees or which Licensor can demonstrate that it or its Affiliates or their respective licensees are contemplating designing, manufacturing, providing, promoting distributing or selling within the next year. The quality of such New Products and Services must be as specified in Section 2.3(b). Licensee shall notify Licensor of a product or service that it believes qualifies as a New Product or Service for purposes of this Agreement, and such product or service shall become a New Product or Service and be covered by the grant of licenses, and other applicable provisions of this Agreement that apply to Licensed Products (to the extent that such New Product or Service is a product), or to Automotive Services (to the extent that such New Product or Service is a service) unless Licensor objects in writing within thirty (30) days of Licensee’s notification. If Licensor objects, the issue shall be resolved pursuant to the dispute resolution procedures set forth in Article 7 hereto. Notwithstanding the foregoing, if a New Product or Service that has been approved for inclusion as a Licensed Product or Licensed Service under this Agreement has not been the subject of bona fide development, design, manufacturing, distribution, or sales efforts by the second anniversary of such approval, it shall no longer be deemed covered by this Agreement.

         (b)  Legends and Notices. Licensee shall use, in connection with the Licensed Marks, such legends, markings, and notices as Licensor may reasonably specify in writing from time to time, to indicate registration or trademark status.

         2.5 Ownership and Registration of Licensed Marks.

         (a)  Licensee acknowledges that Licensor owns all rights in the Licensed Marks and the goodwill associated therewith. All use of the Licensed Marks by Licensee and the goodwill generated thereby, shall inure to the benefit of Licensor for trademark purposes. Licensee acknowledges that nothing herein gives Licensee any right, title or interest in the Licensed Marks, apart from the license granted hereunder and, in no event

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shall Licensee’s use of the License Marks be deemed to vest any right, title, or interest to the Licensed Marks in Licensee.

         (b)  Licensee acknowledges that the Licensed Marks are valid and enforceable and any registration thereon is duly and validly issued. Licensee agrees that it shall not, directly or indirectly: (i) use any Licensed Mark in any way that may impair its validity as a mark; (ii) challenge, or take any other action that may impair, Licensor’s rights in any Licensed Mark or impair its validity or enforceability as a mark; (iii) apply for the registration of the Licensed Marks, or any name or mark which is confusingly similar to the Licensed Marks; or (iv) use any name or mark that is confusingly similar to the Licensed Marks.

         (c) Licensee acknowledges that Licensor, as the owner of the Licensed Marks, has the sole right to apply for registration of the Licensed Marks as trademarks or service marks, or to seek any other protection of the Licensed Marks as intellectual property; provided however that during the term of this Agreement, Licensee shall have the right to apply for and maintain Internet Domain names containing the Licensed Marks subject to the written approval of Licensor, such approval not to be unreasonably withheld. The registration and use of such domain names shall be considered use of the Licensed Marks and shall be subject to the provisions of this Agreement. Licensor shall have the exclusive right to use the “www.TRW.com” Internet domain name; provided however that if Licensor ever ceases the use of that Internet domain name in connection with the promotion of itself and its business, it will sell all rights to “www.TRW.com” to Licensee for One Dollar ($1) it being understood that a transfer of Licensor’s rights in the domain name to a successor to its business shall not constitute a “cessation” of Licensor’s use for purposes of this provision; provided that the successor continues use in connection with its business. Moreover, Licensor hereby grants Licensee the right to use all content reasonably related to the TRW Automotive Business, and such other content as mutually agreed by the parties, that is posted on “www.TRW.com” on or before the Effective Date on Licensee’s own websites except to the extent such use would violate third party rights in existence as of the Effective Date. Moreover, Licensor agrees to post a prominent notice on the home page of “www.TRW.com” during the first six (6) months following the Effective Date indicating that Licensee is now an independent company and is using the Licensed Marks under license from Licensor and providing contact information for Licensee. Licensee shall cooperate with Licensor in maintaining registrations of the Licensed Marks, prosecuting applications to register the Licensed Marks, and obtaining or maintaining registrations of Internet Domain names containing the Licensed Marks, and will supply Licensor with samples of Licensed Products and Licensed Services bearing the Licensed Mark and associated materials as may reasonably be requested by Licensor in connection therewith. In addition, Licensee shall execute all documents, including registered user agreements and cancellations thereof, which Licensor may reasonably request in order to establish or to maintain Licensor’s ownership of or rights in and to the Licensed Marks and Internet Domain names containing the Licensed Marks. Licensee appoints Licensor as its attorney-in-fact to sign such documents in Licensee’s name in the event Licensee fails or refuses to do so.

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         (d)  Licensor shall maintain and renew registrations of the Licensed Marks which are in existence as of the Effective Date in connection with the Automotive Products, Automotive Services and New Products and Services that are covered by the license in this Agreement, and shall continue to prosecute applications for registration of the Licensed Marks for such products and services that were pending on the Effective Date, for a period of three (3) years following the Effective Date and, as to pending applications, for such additional time as may be required to secure registration, unless Licensee consents in writing not to maintain or renew such registrations, and prosecute such pending applications. The Parties shall share equally all third party fees, costs, and expenses, including outside counsel attorneys’ fees, incurred by Licensor in connection with maintaining and renewing such registrations.

         (e)  For a period of three (3) years following the Effective Date, Licensee may request the filing of additional applications to register the Licensed Marks for use in connection with the Licensed Products and Licensed Services, which applications Licensor will file with the trademark authorities of the countries designated by Licensee. Licensor may also file additional applications to register the Licensed Marks in countries not designated by Licensee, and/or for products and services not designated by Licensee. Licensor and Licensee shall share equally all third party fees, costs, and expenses, including outside counsel attorneys’ fees, incurred by Licensor in filing, prosecuting, maintaining and renewing up to 25 additional applications requested by Licensee and up to 25 additional applications filed by Licensor on its own initiative, regardless of whether the prosecution of any application extends beyond the three-year period following the Effective Date. To the extent that a party has requested more than twenty-five additional applications pursuant to this subsection, the requesting party shall bear all third party fees, costs, and expenses, including outside counsel attorneys’ fees that result from such additional registrations.

         (f)  Upon the expiration of the three (3) year period following the Effective Date, Licensor shall be under no obligation to maintain or renew registrations, to file applications for additional registrations of Licensed Marks, or, except as provided herein, to continue to prosecute any applications for Licensed Marks; provided, however that Licensor shall take all such actions requested in writing by Licensee if Licensee agrees to bear all third party fees, costs and expenses, including outside counsel attorneys’ fees, incurred by Licensor in taking such actions.

         (g) In the event that Licensor abandons the Licensed Marks within the meaning of Section 45 of the United States Trademark Act as amended, Licensor agrees to assign to Licensee all of Licensor’s right, title and interest in and to the Licensed Marks, together with the goodwill associated therewith (subject only to any pre-existing rights of Licensor’s other licensees), and all registrations of, and pending applications to register, the Licensed Marks. Licensor hereby appoints Licensee as its attorney-in-fact to execute such assignments and other documents if Licensor fails or refuses to do so.

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         2.6 Infringement Claims.

         (a)  Licensor and the Licensee shall cooperate to police diligently the Licensed Marks. Licensee shall promptly notify Licensor in writing of any unauthorized use, infringement, misappropriation, dilution, unfair competition or other improper use of the Licensed Marks including the filing of an application for registration of a mark or domain name (an “Infringement”) of which Licensee becomes aware or suspects. As owner of the Licensed Marks, Licensor shall have the sole right to decide whether or not to take any action with respect to any Infringement, whether brought to Licensor’s attention by Licensee or independently discovered, provided however that Licensor shall act in accordance with subsection 2.6(c) hereof in making such decision. Licensor shall communicate its decision whether or not to take action to Licensee with respect to any Infringement in writing within a commercially reasonable period after receipt of Licensee’s notice, or discovery of the Infringement, as the case may be, the length of which period shall depend upon the nature of the Infringement and, in any event, shall not be more than thirty (30) days from the date of receipt of Licensee’s notice or the discovery of the Infringement.

         (b)  In the course of deciding what (if any) action to take against an Infringement, Licensor shall exercise its reasonable business judgment, taking into account the objective of protecting the Licensed Marks from infringement, dilution, misappropriation, unfair competition and other improper use, protecting the relevant purchasing public from confusion, mistake or deception, and protecting Licensee’s reasonable expectations under this Agreement. Licensor also shall give due weight to the desires of Licensee and the actual and potential harm to Licensee as a result of the Infringement. If Licensor decides to take action, Licensee shall cooperate fully with Licensor in taking such action, including making its documents, witnesses, and information available to Licensor and its counsel, and joining as a party to any proceeding upon the request of Licensor. All fees, costs and expenses, including outside counsel attorneys’ fees, in connection with any such action shall be borne equally by Licensor and Licensee, and all recoveries and other monetary awards in such actions shall be shared equally. Licensor shall not compromise any claim, or settle any proceeding, without the written consent of Licensee, which consent shall not be unreasonably withheld.

         (c)  If Licensor decides not to take action against an Infringement, and Licensee disagrees with such decision, Licensee may dispute the reasonableness of Licensor’s decision pursuant to the dispute resolution procedures set forth in Article VII of this Agreement.

         III. CONFIDENTIALITY

         3.1 The parties agree that all information which is communicated from time to time by them to each other and their respective Affiliates, agents, attorneys, accountants,

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and employees in connection with this Agreement (whether oral, electronic or written of any kind or nature), or which is confidential and proprietary to the person disclosing the same shall be deemed secret and confidential (“Confidential Information”). The parties agree that the Confidential Information received by them from the other will be maintained in confidence and that the same will not be disclosed to or used by any person, firm, or undertaking except their own agents and employees, subcontractors or distributors hereunder who need to know and/or use such Confidential Information for the purposes of this Agreement. Any such person given access to Confidential Information shall be subject to confidentiality provisions by agreement with Licensor or Licensee no less restrictive than those set forth herein. If either party is required by law to disclose any Confidential Information it has received, it will take reasonable efforts to minimize the extent of any required disclosure and to obtain an undertaking from the recipient to maintain the confidentiality thereof. Either party must promptly inform the other party of any information it believes comes within the circumstances in the immediately preceding sentence. Each party will cooperate with the other party, at the other party’s expense, in seeking to maintain the confidentiality of such Confidential Information. Each party’s obligations under this Section 3 shall terminate, with respect to any particular information, five (5) years after the date of disclosure of such information, provided, however, that each party’s obligations under this Section 3 with respect to any technical information that the providing party protects as a trade secret shall be kept confidential for five (5) years or such longer period as such information has not become publicly and readily available in the marketplace to third parties without being subject to confidentiality protections.

         3.2 All Confidential Information communicated under this Agreement in writing shall be marked by the disclosing part with a conspicuous legend, marking or stamp as Confidential Information. Confidential Information communicated in non-written format shall be identified by the disclosing party as confidential at the time of such communication and promptly thereafter reduced to writing and marked as Confidential Information by the disclosing party.

         3.3 Nothing in this Section 3 shall require the recipient party to hold in confidence or otherwise protect from unauthorized use of disclosure any information that: (i) is known to the recipient at the time of receipt; or (ii) is or becomes publicly available through no wrongful act of the recipient; or (iii) is rightfully received by the recipient from a third party without restriction and without breach of any agreement; or (iv) is independently developed by the recipient without breach of this Agreement; or (v) is furnished by the disclosing party to a third party without restriction; or (vi) is written information that is not marked or labeled as being Confidential Information of the disclosing party.

         IV.     TERM; TERMINATION

         4.1 Term. Unless earlier terminated as provided in this Agreement, this Agreement shall remain in effect indefinitely.

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         4.2 Material Breach. Either party may terminate this Agreement, effective upon written notice, in the event the other party commits a material breach of this Agreement and such breach is not cured within the applicable cure period specified in this Agreement upon written notice thereof. If no cure period is specified, then the cure period shall be thirty (30) days after written notice from the non-breaching party to the alleged breaching party. Termination of this Agreement shall be in addition to any remedies that the parties may have under this Agreement or as a matter of law or equity.

         4.3 Upon the transfer of all of the Licensed Marks to Licensee pursuant to Section 2.5(g), hereunder, this Agreement shall automatically terminate.

         4.4 Effect of Termination.

         (a)  Upon the termination of this Agreement, the rights and obligations of the Parties shall terminate, except that the provisions of Section III, VI and VII shall survive termination of this Agreement. Following termination of this Agreement, but subject to section 4.4(c) hereto, Licensee shall not use the Licensed Marks or hold itself out as a licensee of Licensor or the Licensed Marks. Notwithstanding the preceding sentence, but again subject to section 4.4(c) hereto, upon termination, Licensee shall have the right to use up all inventories bearing the Licensed Marks, shall have a commercially reasonable amount of time (in the context of the automotive industry) to change any molds, dies and the like that place the Licensed Marks onto product and to continue to sell such products; moreover, Licensee shall cease to use “TRW” in its corporate name and in the name of any subsidiaries and affiliates and in Internet Domain names used in the conduct of its business as soon as reasonably practicable, and in any event within one year.

         (b)  Licensee acknowledges and agrees that, in the event that termination was caused by its material breach of this Agreement and it has failed to cease use of the Licensed Marks upon the termination of this Agreement (subject to its rights set forth in section 4.4(a) hereto, then, in addition to all other remedies to which Licensor may be entitled, Licensor shall be entitled to equitable relief by way of temporary, preliminary, and permanent injunctive relief, in an arbitration proceeding pursuant to Section VII or in any court of competent jurisdiction.

         V.     DISCLAIMER OF WARRANTIES

         5.1 NEITHER PARTY MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MARKS, INCLUDING ANY IMPLIED WARRANTIES ARISING AS A MATTER OF LAW, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND EACH PARTY HEREBY WAIVES ALL SUCH WARRANTIES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF EITHER PARTY SHALL CREATE A WARRANTY UNDER THIS AGREEMENT. Nothing herein shall be construed as limiting any representation or warranty made by either Party under the Distribution Agreement or any remedies available with respect to the breach thereof.

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         5.2 LIMITATIONS ON DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCURRED BY ANY PERSON, OR FOR ANY PUNITIVE OR EXEMPLARY DAMAGES CAUSED, IN WHOLE OR IN PART, BY THE USE OF LICENSED MARKS, REGARDLESS OF THE THEORY OF LIABILITY ON WHICH SUCH CLAIMS ARE BASED, AND EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE FOREGOING LIMITATION ALSO APPLIES TO INDEMNIFICATION CLAIMS.

         VI.     INDEMNIFICATION

         6.1 Licensee shall indemnify, defend, and hold Licensor, its Affiliates, and its respective representatives, officers, directors, stockholders, employees, and agents (the “Licensor Parties”), harmless from any and all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fees and costs) which the Licensor Parties may incur or become liable for as a result of claims by any Person arising from or in connection with Licensee’s, its sublicensees’, and their respective agents’ design, manufacture, provision, promotion, distribution, and sale of the Licensed Products and Licensed Services, provided, however, that Licensee shall not be obligated to defend or hold harmless Licensor in the event that such claims, demands, causes of action, judgments, damages and, expenses arose out of willful misconduct, gross negligence, or bad faith by Licensor.

         6.2 Licensor shall indemnify, defend, and hold Licensee, its Affiliates, and its respective representatives, officers, directors, stockholders, employees, and agents (the “Licensee Parties”), harmless from any and all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fees and costs) which the Licensee Parties may incur or become liable for as a result of claims by any Person arising from or in connection with Licensor’s use of the Licensed Marks, or from the use by any third party to whom Licensor is also licensing the Licensed Trademarks in connection with the provision, promotion, distribution, and sale of any such third party’s products and services, provided, however, that Licensor shall not be obligated to defend or hold harmless Licensee in the event that such claims, demands, causes of action, judgments, damages, and expenses arose out of willful misconduct, gross negligence, or bad faith by Licensee.

         6.3 Promptly after receipt by any Licensor Party or Licensee Party (an “Indemnified Party”) of notice of any action, proceeding, claim, or potential claim (any of which is hereinafter individually referred to as a “Claim”) which could give rise to a right to indemnification hereunder, the Indemnified Party shall give the indemnifying party written notice describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim. The indemnifying party shall have the right, at its option, to take over responsibility for the defense or settlement of the Claim, at its own expense and by counsel of its own selection. The Indemnified Party shall reasonably cooperate with the indemnifying party and its counsel in the defense and/or settlement of any such Claim. If the indemnifying party takes over the

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defense of the Claim, the Indemnified Party shall have the right, at their own expense, to participate in the defense of such Claim. No Indemnified Party shall enter into any settlement with respect to such Claim without the indemnifying party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event the indemnifying party shall decline to take over the defense of the Claim, the Indemnified Party shall have the right to assume the defense of the Claim and to resolve the Claim as it finds appropriate, in its reasonable opinion, provided, however, that the Indemnified Party shall not enter into any settlement with respect to such Claim without the indemnifying party’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. In the event it is ultimately determined that the Claim in fact is covered by the indemnification provisions under Section 6.1 or 6.2 of this Agreement, the Indemnified Party shall be entitled to recover from the indemnifying party as provided in said Sections 6.1 or 6.2.

         VII. DISPUTE RESOLUTION

         7.1 Resolution of Disputes. All disputes arising out of or relating to this Agreement or the breach, termination or validity thereof or the parties’ performance hereunder or thereunder (“Dispute”) shall be resolved as provided by this Section 7.1.

         (a)  Negotiation of Disputes.

         (b)  Arbitration.

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         VIII. ASSIGNMENT; SUBLICENSING

         8.1 This Agreement may not be assigned by any party hereto without the written consent of the other party, provided, however, that each party may assign this Agreement to a purchaser of substantially all of the party’s shares or assets or to that party’s parent, controlled subsidiary or controlled affiliate, provided that such purchaser agrees to be bound by all of the terms and conditions of this Agreement. No assignment shall relieve either Party of any of its rights and obligations hereunder.

         8.2 Notwithstanding anything to the contrary in this Agreement, with respect to entities which were licensees of the Licensed Marks prior to the Distribution Date and which become subsidiaries or affiliates of Licensee as a result of the separation of the TRW Automotive Business (the licenses with such entities being listed on Exhibit D hereto and hereinafter being referred to as the “Subsidiary Licenses”), Licensor shall either assign to Licensee the right to receive royalties from the Subsidiary Licenses or Licensor and Licensee shall cooperate to cause the affected subsidiaries and affiliates to enter into new sub-licenses of the Licensed Marks with Licensee, on substantially the same royalty terms as each such terminated Subsidiary License.

         8.3 (a) Licensee shall have the right to sublicense the rights granted hereunder to any subsidiary, Affiliate or entity in which Licensee holds an equity interest of five percent (5%) or more for so long as such subsidiary, Affiliate or entity in which Licensee holds such an equity interest remains a subsidiary, Affiliate or entity in which Licensee holds such an equity interest, and Licensee shall have the right to sublicense the rights granted hereunder to any distributor, agent or similar Licensee representative, in each case, on the following conditions: (i) There shall be a written sublicense agreement containing obligations on the sublicensee’s part that are no less stringent than those required of Licensee hereunder, (ii) Licensee shall remain responsible to Licensor for the performance of the sublicensee’s obligations under its sublicense, as if such obligations were Licensee’s obligations hereunder, (iii) Licensee shall, promptly and at Licensee’s sole expense, take all such steps necessary for enforcing the obligations of the sublicensee under such sublicensee, and carry out the reasonable requirements of Licensor to ensure that the relevant provisions of the sublicense agreement are duly performed, (iv) Licensor shall be an express third party beneficiary of each such sublicense, (v) the sublicense agreement shall provide for automatic termination in the event that this Agreement is terminated; and (vi) Licensee shall provide notice to Licensor of the identity of each sublicensee, and upon request, provide a copy of the related sublicense (with financial information deleted). Licensee also shall have the right to continue and renew the trademark license to Federal-Mogul Corporation.

         (b)  Licensor hereby agrees not to grant any further licenses (but can renew pre-existing licenses) with respect to the Licensed Marks for use in the

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automotive business or to any person who at the time of the license grant competes with Licensee in any business that Licensee is conducting under the Licensed Marks.

         8.4 Assignments or sublicenses in violation of the foregoing provisions shall be void and shall not confer any rights on the proposed transferee or sublicensee.

         IX.     MISCELLANEOUS

         9.1 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given (i) by personal delivery to the appropriate address as set forth below (or at such other address for the party as shall have been previously specified in writing to the other party), (ii) by reliable overnight courier service (with confirmation) to the appropriate address as set forth below (or at such other address for the party as shall have been previously specified in writing to the other party), or (iii) by facsimile transmission (with confirmation) to the appropriate facsimile number set forth below (or at such other facsimile number for the party as shall have been previously specified in writing to the other party) with follow-up copy by reliable overnight courier service the next Business Day:

         All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. (New York City time) and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

         9.2 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each party. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may

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be waived by the party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

         9.3 Headings. The table of contents and the article, section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

         9.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

         9.5 Entire Agreement. This Agreement, and the Distribution Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the parties, oral and written, with respect to the subject matter hereof.

         9.6 Governing Law. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF OHIO APPLICABLE HERETO.

         9.7 Publicity. No party shall, without the written consent of the other party, mention the name of the other party in any publicity relating to or arising out of this Agreement, which consent will not be unreasonably withheld.

         9.8 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         9.9 Fees and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, each party shall bear its own fees and expenses incurred in connection with the transactions contemplated by this Agreement.

         9.10 Binding Nature; Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

         9.11 Severability. This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity

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or enforceability of this Agreement or of any other term hereof, which shall remain in full force and effect, for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that such restriction may be enforced to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

         9.12 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

         9.13 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

         9.14 Interpretation. Any reference to any federal, state, local or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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