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5 years after the termination of the agreement. The second
amendment was for 5 years, and it incorporated and reaffirmed the
terms of the 1974 MOA and the first amendment, including DHL’s
right to terminate the 1974 MOA upon 90 days’ notice.
The third, fourth, and sixth amendments extended the term of
the 1974 MOA through February 15, 1997. None of the amendments
changed DHL’s right (under the original 1974 MOA) to terminate on
90 days’ notice. The fifth amendment provided that the
relationship or agreement would “remain in full force and effect
unless and until * * * disapproved by the United States
Department of Transportation.” Neither the 1974 MOA nor any of
the six amendments provided for royalties for the use of the DHL
trademark or the DHL name.
In connection with the involvement of the foreign investors,
a December 7, 1990, agency agreement (1990 agency agreement) was
entered into so that the arrangements between DHLI and DHL would
be set forth clearly and completely in one document. Under the
1990 agency agreement, DHL had the exclusive right to use and
sublicense the DHL trademark in the United States, and DHLI had
the exclusive right to use and sublicense the trademark outside
the United States. The agreement established reciprocal
performance standards and financial covenants. Under the 1990
agency agreement, DHL or DHLI would compensate the other, at cost
plus 2 percent, for its shipments in excess of those performed
for the other. The 1990 agency agreement was terminable only for
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