TRADE NAME AGREEMENT
This Agreement made and
entered into this ________ day of ______________, 199__ by and
between X Corp. (hereinafter called "X") and Y Corp.
(hereinafter called "Y") in connection with certain
Service Agreement between X and Y dated _______________, 199__
(hereinafter called "Service Agreement"),
1.Y acknowledges that X owns
the name "XXX" and Y agrees not to lay any claim to
such ownership of the name "XXX".
2.X authorizes Y to use the
name "XXX" as a part of its corporate name under following
(a) Y shall take necessary steps to delete the word "XXX"
from the name of Y without delay upon termination for any cause
of the Service Agreement.
(b) Y shall not, after termination of the Service Agreement,
use the name "XXX" or other names which are similar
to "XXX" in any form whatsoever.
(c) Y shall not, during or after the duration of Service Agreement,
use the name "XXX" as a name of or a part of a name
of any other corporation, any division or subsidiary or affiliate
without obtaining a prior written permission of X.
(d) In case of deletion of the word "XXX" from its
corporate name, Y shall take any and all necessary steps to change
the registration of its corporate name within thirty
(30) days after the termination of Service Agreement, including
the convocation of a general meeting of shareholders for making
amendments to the articles of incorporation.
(e) Y shall not raise any objection to the use of the name
"XXX" by X, its parent, subsidiary or affiliate or
any person authorized by X to use such name.
3.The Tokyo District Court
shall have an exclusive jurisdiction over any dispute under this
We agree to jointly and severally guarantee Y's performance
of this Agreement.