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trademark and the practices and intent of the parties. Margaret
Phillips drafted an agreement in 1988 setting forth the
understanding that DHL licensed to DHLI the right to use the DHL
name and logo. The agreement, although unsigned, contains
acknowledgment that DHL owned the worldwide rights to the
trademark and that DHLI obtained trademark registrations to be
held in trust for DHL that DHLI would surrender to DHL upon
termination of the license. The unsigned 1988 agreement was
provided to counsel for the foreign investors, with the statement
that it represented the agreement of the parties during due
diligence for the 1990-92 transaction.
As of July 1990, intranetwork memoranda contained the
acknowledgment that DHL owned the worldwide rights to the DHL
name and globally used trademark and trade name. DHLI was
exclusively licensed to use those marks outside the United States
and, for the sole purpose of complying with trademark laws, could
file trademark applications outside the United States as the
“registered owner”. There was network-wide employee recognition
that DHL was the source of DHLI’s use of the trademark rights.
For some period of time prior to 1990, Cruikshanks held the
personal view that DHLI owned the trademark outside the United
States, even though he orally and in writing represented to the
contrary. During the negotiations with the foreign investors,
questions arose about the trademark ownership outside the United
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