Exhibit 10.3
TRADEMARK ASSIGNMENT AND
COEXISTENCE AGREEMENT
THIS TRADEMARK ASSIGNEMENT AND
COEXISTENCE AGREEMENT is made and entered into as of the 31st day
of July, 2008, by and between John Bean Technologies Corporation
(formerly FMC FoodTech, Inc.), a Delaware corporation with its
principal place of business located at 200 East Randolph Drive,
Chicago, Illinois 60601 (“JBT”) and FMC Technologies,
Inc., a Delaware corporation, with its principal place of business
located at 1803 Gears Road, Houston, Texas 77067
(“FMCTI”).
W I T NE S S E T
H:
WHEREAS, JBT and FMC have entered
into that certain Separation and Distribution Agreement of even
date herewith (the “SDA”) pursuant to which FMCTI has
agreed to distribute to JBT substantially all of the assets,
business properties and rights of its food and transportation
business units (“Business”);
WHEREAS, FMCTI has been using the
marks and names BEAN and JOHN BEAN, and variations thereof in
connection with various businesses including the development,
manufacture, sale and servicing of equipment and apparatus for
agricultural and horticultural material handling, fluid control,
and pumps;
WHEREAS, the Trademark is subject to
existing agreements between FMCTI’s predecessor, FMC
Corporation, and third parties, including but not limited to
Snap-On, Inc., and FMCTI wishes to ensure that any obligations to
such third parties are satisfied;
WHEREAS, as part of the SDA, FMCTI
desires to sell its ownership interest in the Trademark as applied
to the Business, and retain its ownership interest in the Trademark
in connection with pumps manufactured, used, sold, leased or
otherwise disposed of by the existing energy businesses of FMCTI
and JBT desires to obtain ownership of the Trademark for use in
connection with the Business, it therefore being the intention of
the parties to set forth their rights to use the Trademark on their
respective goods and services so that the Marks may coexist in the
marketplace without confusion as to the source of the goods and
services, as hereinafter set forth below.
NOW THEREFORE, for and in
consideration of the promises, agreements and covenants herein
contained, the adequacy, sufficiency and receipt of which are
conclusively acknowledged, the parties hereto agree as
follows:
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1.1
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“Trademark” shall
mean the JOHN BEAN, BEAN and JBT-related trademarks, including but
not limited to the trademark registrations listed on Exhibit
A.
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1.2
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“Field” shall mean
pumps manufactured, used, sold, leased or otherwise disposed of by
the existing energy businesses of FMCTI.
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Trademark Assignment and Coexistence
Agreement
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1.3
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“Snap-On Coexistence
Agreement” shall mean the agreement entered into between FMC
Technologies’ predecessor in interest, FMC Corporation and
Snap-On, Inc., dated March 31, 1996, which was subsequently
assigned by FMC Corporation to FMC Technologies pursuant to a
Separation and Distribution Agreement, dated May 31,
2001.
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2.
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Trademark Assignment and
Retention of Rights.
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2.1
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FMCTI hereby sells and assigns to
JBT, FMCTI’s right, title and interest in and to the
Trademark throughout the world, whether or not such Trademark has
been registered prior to, on or after the date of this assignment,
and any and all renewals and extensions thereof, together with the
goodwill associated with such Trademark for JBT’s exclusive
use in connection with the Business, together with trademark
registrations and applications identified on Exhibit A.
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2.2
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FMCTI hereby sells and assigns to
JBT, all claims, demands and rights of action, both statutory and
based upon common law, that FMCTI has or might have the right to
assert against any third party by reason of any infringement of the
Trademark, in connection with the Business, prior to, on or after
the date of this assignment, together with the right to prosecute
such claims, demands and rights of action in JBT’s own
name
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2.3
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FMCTI hereby assigns to JBT, all
right, title and interest in and to the Snap-On Trademark
Agreement. JBT hereby accepts all
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