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A memorandum of oral agreement, dated March 15, 1974 (1974
MOA), reflected the agency agreement between DHL and DHLI. Under
the 1974 MOA, DHLI acted as the foreign pickup and delivery agent
for DHL, and DHL licensed the use of the name DHL to DHLI for the
5-year term of the 1974 MOA. The 5-year term of the 1974 MOA
could be terminated by DHL on 90 days’ notice. Upon termination
of DHL and DHLI’s relationship, under the 1974 MOA, DHLI could
not use the name DHL or any similar name for a period of 5 years.
Between 1974 and 1990, the 1974 MOA was amended on six
occasions. The first amendment provided (retroactively to 1974)
that DHL and DHLI were each entitled to the revenues and were
responsible for the expenses related to shipments originating in
their respective service areas. The first amendment provided a
procedure for selecting an arbitrator to arbitrate any
disagreement concerning the allocation of revenues and expenses.
Both parties consented to the jurisdiction of the U.S. District
Court in Guam to enforce the arbitrator’s decision.
On October 12, 1975, DHL and DHLI entered into the second
amendment to the 1974 MOA which, in part, provided that costs and
revenues of the parties’ electronic data transmission business
were to be shared as agreed or, if no agreement, based upon
reasonable value of services, reasonable value of resources
contributed, with the understanding that the customers DHLI
served presently were the result of DHL’s goodwill. DHLI again
agreed that it would not use the name DHL or compete with DHL for
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