Health Net 2009 Annual Report Download - page 503

Companies’ use of the Licensed Marks shall inure exclusively to the benefit of Parent, and the Acquired Companies shall not acquire
or assert any rights therein. The Acquired Companies recognize the value of the goodwill associated with the Licensed Marks, and
that the Licensed Marks may have acquired secondary meaning in the minds of the public. Parent agrees to use commercially
reasonable efforts, at its cost and expense, to maintain any and all registrations and/or applications for any registered Licensed Marks
in full force and effect for the duration of this Agreement, provided that such Licensed Marks continue to be used commercially by
either of Parent or any of the Acquired Companies.
4. Term of License. The term of the license granted pursuant to Section 2.1 hereof shall begin on the Closing Date and extend
through the administration of the Administered Contracts and the Business (as defined in the Administrative Services Agreement),
including any run-off under the Claims Servicing Agreements, and the wind-up of all of the Acquired Companies, to the extent
reasonably necessary for such wind-up, unless terminated sooner pursuant to the provisions of Section 5 below.
5. Termination.
5.1. Termination for Cause. If Parent notifies an Acquired Company that the Acquired Company’s use of the Licensed Marks
does not materially comply with the Trademark Usage Guidelines, or if Parent notifies an Acquired Company that the Acquired
Company is otherwise in material breach of its obligations under this Agreement (in each case specifying the non-compliance or
breach), the affected Acquired Company shall immediately correct such identified defects or cure such material breach. If such
defects are not corrected or such material breach is not cured to Parent’s reasonable satisfaction within thirty (30) days from delivery
of notice, Parent shall have the right to terminate this Agreement, as to the affected Acquired Company.
5.2. Effect of Termination. Immediately upon termination of this Agreement, the license granted in Section 2.1 shall terminate,
and the Acquired Companies shall cease and desist all use of the Licensed Marks for any and all purposes, subject to a reasonable
period to phase out use and exhaust inventories of cards, letterheads, advertisement and promotional materials and other materials
using the Licensed Marks and to change the names of the Acquired Companies. The Acquired Companies shall have the right after
the expiration of the term or any termination to (a) keep existing records and other historical or archived documents containing or
referencing the Licensed Marks, (b) use the Licensed Marks to the extent required by or permitted as a fair use under any applicable
laws, rules or regulations (including without limitation any continued use of the Licensed Marks reasonably necessary to comply with
applicable state-level department of insurance requirements), (c) refer to the historical fact that the Acquired Companies have
previously conducted their respective businesses under the Licensed Marks; and (d) use as minimally required for the administration
of the Administered Contracts and the Business (as defined in the Administrative Services Agreement), including any run-off under
the Claims Servicing Agreements, not completed before the wind-up of all of the Acquired Companies.
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