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
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1.1.
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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:
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a.
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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;
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b.
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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
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c.
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on JBT’s existing,
installed base of leased Products, indefinitely.
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1.2.
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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.
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1.3.
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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.
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1.4.
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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.
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2.
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OWNERSHIP AND PROTECTION OF
THE FMC MARKS.
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2.1.
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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.
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2
Trademark License Agreement
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2.2.
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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.
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2.3.
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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.
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2.4.
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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
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