TRADEMARK LICENSE AGREEMENT

Trademark Concurrent Use Agreement

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JOHN BEAN TECHNOLOGIES CORP | FMC FoodTech, Inc

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Title: TRADEMARK LICENSE AGREEMENT
Governing Law: Texas Date: 8/6/2008

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Exhibit 10.2

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (this “ Trademark Agreement ”) is made and entered into as of July 31, 2008 (the “Effective Date”) by and between FMC Technologies, Inc., a Delaware corporation, having its principal place of business at 1803 Gears Road, Houston, Texas 77067 (“FMCTI”) and John Bean Technologies Corporation (formerly FMC FoodTech, Inc.), a Delaware corporation, having its principal place of business at 200 East Randolph Drive, Chicago, Illinois 60601 (“JBT”). FMCTI and JBT are referred to herein, collectively, as the “ Parties ” and, individually, as a “ Party .”

RECITALS

WHEREAS , Pursuant to the Separation and Distribution Agreement between FMCTI and JBT of even date herewith (the “SDA”), FMCTI has contributed, transferred and conveyed to JBT certain of FMCTI’s assets and JBT has assumed certain of FMCTI’s liabilities;

WHEREAS , FMCTI is the exclusive, worldwide licensee of the FMC trademark (the “FMC Trademark”), pursuant to a certain Trademark License Agreement entered into by and between FMCTI and FMC Corporation on May, 31, 2001 (the “FMC Trademark License Agreement), for use in connection with the assets being conveyed to JBT;

WHEREAS, FMCTI is the owner of certain derivative trademarks, including but not limited to those identified on attached Exhibit A (the “FMC DERIVATIVES”) (the FMC Trademark and FMC Derivatives will hereinafter be collectively referred to as the “FMC Marks”);

WHEREAS , it is a condition to the consummation of the transactions contemplated by the SDA that FMCTI and JBT execute and deliver this Agreement; and

WHEREAS , JBT desires to use the FMC Marks for a limited period of time in connection with its continued business operations including, without limitation, on or in association with certain assets acquired from FMCTI pursuant to the SDA on which the FMC Marks are affixed, including without limitation products (“Products”); labels, packaging and cartons (collectively “Packaging”); sales promotional materials, advertising materials and other ancillary marketing and sales materials; (collectively “Sales Materials”); signs used on real property, business cards, stationery, letterhead, other signage, invoices and other commercial documents and other current and similar incidental uses (collectively “Incidental Uses”).

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.

Trademark License Agreement

1.	LICENSE.

1.1.

License Grant . Subject to the terms and conditions of this Agreement, FMCTI hereby grants to JBT a limited, worldwide, royalty-free, non-exclusive, non-transferable and non-assignable license (with a limited right to sublicense only to Subsidiaries of JBT) to use the FMC Marks:

on JBT’s inventory of Products, Packaging, and Sales Materials, in existence at the Effective Date, for the earlier of one (1) year after the Effective Date or the exhaustion of JBT’s existing inventory of Products, Packaging, and Sales Materials in the ordinary course;

in a legend on JBT’s Products, Packaging, Sales Materials and Incidental Uses to indicate JBT’s former affiliation with FMCTI for a period of two (2) years after the Effective Date; and

on JBT’s existing, installed base of leased Products, indefinitely.

1.2.

Web Link . FMC Technologies shall provide, for a period of two (2) years after the Effective Date, a web site link from FMC Technologies’ web site to JBT’s web site.

1.3.

No Other Rights . Any rights not expressly granted to JBT under this Agreement are reserved by FMCTI. Other than as described in Sections 1.1 and 6.6 of this Agreement, JBT shall have no power or right to, and shall not, sell, assign, sublicense or otherwise transfer this Agreement or the license granted hereunder, to any third party. In using the FMC Marks pursuant to this Agreement, JBT shall in no way represent that it has any right, title or interest in the FMC Marks other than those expressly granted under the terms and conditions of this Agreement.

1.4.

No Restriction on FMCTI . Subject to the terms of the SDA, nothing in this Agreement shall be construed to prevent FMCTI from using, or granting to third parties any other licenses for the use of, the FMC Marks on any products or for any purpose.

2.	OWNERSHIP AND PROTECTION OF THE FMC MARKS.

2.1.

FMCTI’s Ownership . JBT acknowledges and agrees that the JBT shall not, directly or indirectly, contest or challenge FMCTI’s sole and exclusive rights in and to the FMC Marks or the validity thereof, including, without limitation, the goodwill associated therewith and all goodwill arising from the use of the FMC Marks shall inure solely to the benefit of FMCTI. Except for the right to use the FMC Marks in accordance with this Agreement, JBT shall acquire no right, title or interest in (or adopt, use, register or apply for registrations anywhere for) the FMC Marks (or any translations, variations, adaptations, derivations or combinations of the foregoing) or FMC Marks confusingly similar thereto as a result of exercise of any rights under this Agreement.

Trademark License Agreement

2.2.

Quality Control . JBT shall only the FMC Marks in connection with goods and services that meet or exceed the quality standards of FMCTI as of the date of this Agreement and such other quality standards as the parties may from time to time agree to in writing. In order to ensure continuing quality control, JBT shall, as reasonably requested by FMCTI, provide FMCTI with representative samples of or access to goods and information about the services in connection with which LICENSE uses the FMC Marks.

2.3.

Notice of Infringement . JBT shall give FMCTI prompt written notice of any actual or threatened infringement of the FMC Marks by any third party after JBT has actual knowledge of such infringement or threatened infringement. Without regard to the manner in which an apparent infringement comes to FMCTI’s attention, FMCTI shall in its sole discretion determine whether or not any official action shall be taken on account of any such apparent infringement. In no event shall JBT take any action in connection therewith unless expressly authorized to do so in writing by FMCTI or FMCTI fails to take any reasonable action requested by JBT. In the event of any claim that JBT’s use of the FMC Marks infringes any proprietary rights of a third party, JBT shall promptly notify FMCTI thereof and FMCTI shall have the obligation (subject to Section 3.3 in the case of claims asserted by third parties arising out of JBT’s use of the FMC Marks in accordance with the terms and conditions of this Trademark Agreement), and shall have the right, in its sole discretion (subject to Section 3.2 in the case of JBT’s use of the FMC Marks in contravention of this Agreement) to defend and control such claim, including prosecution, defense and settlement thereof, and JBT shall cooperate fully with FMCTI, at FMCTI’s expense, in the conduct thereof.

2.4.

Notice of Regulatory Action . JBT shall promptly notify FMCTI if JBT receives, or if JBT becomes aware that, a citation has been issued or investigation commenced by any regulatory agency (federal, central government, state or local, no matter where in the world) for violation of any law that may have a reasonable likelihood of materially damaging the goodwill