{"id":42898,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/technology-and-environmental-services-agreement-fmc-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"technology-and-environmental-services-agreement-fmc-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/technology-and-environmental-services-agreement-fmc-corp-and.html","title":{"rendered":"Technology and Environmental Services Agreement &#8211; FMC Corp. and United Defense Industries Inc."},"content":{"rendered":"<pre>                   TECHNOLOGY AND ENVIRONMENTAL SERVICES AGREEMENT\n                                           \n         This TECHNOLOGY AND ENVIRONMENTAL SERVICES AGREEMENT (this\n'AGREEMENT') is made as of October 6, 1997, by and among FMC Corporation, a\nDelaware corporation ('FMC'), and United Defense Industries, Inc. (formerly\nknown as Iron Horse Acquisition Corp.), a Delaware corporation ('BUYER').  FMC\nand Buyer are referred to herein collectively as the 'PARTIES' and individually\nas a 'PARTY.'\n\n                                 W I T N E S S E T H:\n\n         WHEREAS, prior to the date hereof, FMC's Corporate Technology Center\n('CTC') and other business units of FMC have provided certain technology,\nenvironmental and other similar services to United Defense, L.P. ('UDLP') and\nFMC;\n\n         WHEREAS, pursuant to that certain Purchase Agreement, dated as of\nAugust 25, 1997, by and among FMC, Harsco Corporation, Harsco UDLP Corporation\nand Buyer (the 'PURCHASE AGREEMENT'), FMC has agreed to transfer to UDLP at the\nClosing (i) all of FMC's right, title and interest in and to CTC (other than the\nreal property associated therewith) and (ii) certain personnel performing CTC\nand corporate services for FMC and UDLP prior to the Closing (the 'SERVICE\nPERSONNEL'), and Buyer has agreed to acquire all of the outstanding partnership\ninterests of UDLP;\n\n         WHEREAS, FMC desires that, after the Closing, Buyer, UDLP or another\nAffiliate of Buyer continue to provide to FMC certain of such services formerly\nprovided by CTC to FMC for the term specified herein; and\n\n         WHEREAS, capitalized terms used herein and not otherwise defined\nherein have the meanings given to such terms in the Purchase Agreement;\n\n         NOW, THEREFORE, in consideration of the premises and covenants set\nforth herein and other good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the Parties hereby agree as\nfollows:\n\n         1.   APPLICABLE SERVICES.  Upon the terms and subject to the\nconditions set forth in this Agreement, during the term of this Agreement as set\nforth in Section 4 below (the 'SERVICE PERIOD'), Buyer shall provide, or cause\nits Affiliates to provide, to FMC or its Affiliates, from the date of this\nAgreement and for the period of time set forth in Section 4 with respect to each\nof the services, the respective services set forth on ANNEX A attached hereto,\nand such other assistance as may be agreed upon by FMC and Buyer during the\nService Period, in the manner and at a relative level of service, where\napplicable, consistent in all material respects with that provided by the\nService Personnel prior to the date hereof.  Unless otherwise agreed by FMC and\nBuyer, such services shall be provided at the cost specified beside each such\nservice on ANNEX A.\n\n\n\n\n         2.   BILLING AND PAYMENT.  FMC shall pay, or cause to be paid, net of\nany applicable withholding taxes, any bills and invoices that it receives from\nBuyer for services provided by Buyer or any of its Affiliates under or pursuant\nto this Agreement.  Such charges may, at Buyer's option, be billed as incurred\nif the amount involved equals or exceeds $10,000, or if such charges do not\nexceed $10,000, at the end of each calendar month during the Service Period. \nAll invoices shall, not later than thirty (30) days following receipt by FMC of\nBuyer's invoice, be paid by wire transfer in accordance with the written\ninstructions provided by Buyer, subject to receiving from Buyer, if reasonably\nrequested by FMC, any appropriate support documentation for such bills and\ninvoices.\n\n         Services requiring use of checks issued by Buyer or other fund\ntransfers by Buyer on behalf of FMC will be provided only to the extent funded\nby a FMC account or to the extent that FMC provides Buyer with immediately\navailable funds prior to Buyer's issuance of the check or the fund transfer, as\nthe case may be.\n\n         3.   VALIDITY OF DOCUMENTS.  The Parties shall be entitled to rely\nupon the genuineness, validity or truthfulness of any document, instrument or\nother writing presented in connection with this Agreement unless such document,\ninstrument or other writing appears on its face to be fraudulent, false or\nforged.\n\n         4.   TERM OF AGREEMENT.  The term of this Agreement shall commence on\nthe date hereof and shall continue (unless sooner terminated pursuant to the\nterms hereof) for a period of [five (5) years], or such earlier, shorter or\nlonger period as may be agreed upon by FMC and Buyer or provided in ANNEX A\nattached hereto with respect to particular services described in ANNEX A\nattached hereto; PROVIDED that unless either party gives written notice of its\ndesire to terminate this Agreement at least 180 days prior to the date of the\nexpiration of such five-year term, this Agreement shall be automatically renewed\nfor an additional five-year term.\n\n         5.   PARTIAL TERMINATION.  Any and all of the services provided\nhereunder are only terminable earlier than the period specified in Section 4\nabove or ANNEX A attached hereto by FMC on thirty (30) days' prior written\nnotice to Buyer.  Any such termination shall be final.\n\n         6.   ACCESS.  Subject to Section 8 below, with respect to each service\nprovided by Buyer or any of its Affiliates hereunder, Buyer and FMC shall\nprovide the other Party and its personnel with access to the equipment, office\nand storage space and systems relating to such service during normal business\nhours for the term of the applicable Service Period to the extent reasonably\nrequired in connection with the provision of such services hereunder; PROVIDED\nthat such access shall be supervised by the appropriate personnel of the\nParties.\n\n         7.   ASSIGNMENT.  This Agreement shall not be assignable in whole or\nin part by any Party hereto without the prior written consent of the other\nParties hereto, except that FMC may assign any of its rights under this\nAgreement to any of FMC's Affiliates.\n\n\n                                         -2-\n\n\n\n         8.   CONFIDENTIALITY.  Each Party shall cause each of its Affiliates\nand each of their respective officers, directors and employees to hold all\ninformation relating to the business of the other Parties disclosed to it by\nreason of this Agreement confidential and will not disclose any of such\ninformation to any person or entity unless legally compelled to disclose such\ninformation; PROVIDED, HOWEVER, that to the extent that any of them may become\nso legally compelled they may only disclose such information if they shall first\nhave used reasonable efforts to, and, if practicable, shall have afforded the\nother Parties the opportunity to obtain, an appropriate protective order or\nother satisfactory assurance of confidential treatment for the information\nrequired to be so disclosed.\n\n         9.   GOVERNING LAW.  This Agreement shall be governed by and construed\nin accordance with the internal laws of the State of Illinois applicable to\nagreements made and to be performed entirely within such State, without regard\nto the conflicts of law principles of such State.\n\n         10.  LIMITATION OF LIABILITY.  No Party shall be liable to the other\nor any third party for any special, consequential or exemplary damages\n(including lost or anticipated revenues or profits relating to the same) arising\nfrom any claim relating to this Agreement or any of the services provided\nhereunder, whether such claim is based on warranty, contract, tort (including\nnegligence or strict liability) or otherwise, even if an authorized\nrepresentative of such Party is advised of the possibility or likelihood of the\nsame.\n\n         11.  COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts (including by means of telecopied signature pages), all of which\nshall be considered one and the same Agreement, and shall become effective when\none or more counterparts have been signed by each of the Parties and delivered\nto the other Parties.\n\n         12.  NOTICES.  Unless otherwise indicated herein, all notices,\nrequests, demands or other communications to FMC and Buyer shall be deemed to\nhave been given or made when deposited in the mails, registered or certified\nmail, return receipt requested, postage prepaid, or by means of overnight\ndelivery service when delivered to such service addressed or by facsimile to FMC\nor Buyer at the following address:\n\n         TO FMC:        FMC Corporation\n                        200 East Randolph Drive\n                        Chicago, Illinois  60601\n                        Attention:  General Counsel\n                        Fax No.  (312) 861-6012\n\n         COPY TO:       Kirkland &amp; Ellis\n                        200 East Randolph Drive\n                        Chicago, Illinois  60601\n                        Attention:  Glen E. Hess, P.C.\n                        Fax No.  (312) 861-2200\n\n         TO BUYER:      Iron Horse Acquisition Corp.\n\n\n                                         -3-\n\n\n                        c\/o TC Group, L.L.C.\n                        1001 Pennsylvania Avenue, N.W.\n                        Suite 220 South\n                        Washington, D.C.  20004\n                        Attention:  Allan M. Holt\n                        Fax No.:  (202) 347-9250\n                        \n         COPY TO:       Latham &amp; Watkins\n                        1001 Pennsylvania Avenue, N.W.\n                        Suite 1300\n                        Washington, D.C.  20004\n                        Attention:  Bruce E. Rosenblum\n                        Fax No.:  (202) 637-2201 \n\n         13.  MODIFICATION, NONWAIVER, SEVERABILITY.  Neither this Agreement\nnor any part hereof may be changed, altered or amended orally.  Any modification\nmust be by written instrument signed by FMC and Buyer.  Failure by any Party to\nexercise promptly any right granted herein or to require strict performance of\nany obligation imposed hereunder shall not be deemed a waiver of such right.  If\nany provision of this Agreement is held ineffective for any reason, the other\nprovisions shall remain effective.\n\n         14.  INTERPRETATION.  The headings and captions contained in this\nAgreement and in ANNEX A attached hereto are for reference purposes only and\nshall not affect in any way the meaning or interpretation of this Agreement. \nThe use of the word 'including' herein shall mean 'including without\nlimitation.'\n\n         15.  NO STRICT CONSTRUCTION.  The language used in this Agreement\nshall be deemed to be the language chosen by the Parties hereto to express their\nmutual intent, and no rule of strict construction shall be applied against any\nperson or entity.\n\n         16.  ENTIRE AGREEMENT.  This Agreement and the Purchase Agreement\ncontain the entire agreement and understanding among the Parties hereto with\nrespect to the subject matter hereof and supersede all prior agreements and\nunderstandings, whether written or oral, relating to such subject matter.\n\n         17.  RELATIONSHIP OF PARTIES.  Except as specifically provided herein,\nnone of the Parties shall act or represent or hold itself out as having\nauthority to act as an agent or partner of any other Party, or in any way bind\nor commit any other Party to any obligations.  Nothing contained in this\nAgreement shall be construed as creating a partnership, joint venture, agency,\ntrust or other association of any kind, each Party being individually\nresponsible only for its obligations as set forth in this Agreement.\n\n         18.  FORCE MAJEURE.  If Buyer is prevented from complying, either\ntotally or in part, with any of the terms or provisions of this Agreement by\nreason of fire, flood, storm, strike, lockout\n\n\n                                         -4-\n\n\nor other labor trouble, any law, order, proclamation, regulation, ordinance,\ndemand or requirement of any governmental authority, riot, war, rebellion or\nother causes beyond the reasonable control of Buyer, or other acts of God, then\nupon written notice to FMC, the affected provisions and\/or other requirements of\nthis Agreement shall be suspended during the period of such disability and Buyer\nshall have no liability to FMC in connection therewith.  Buyer shall use\nreasonable efforts to remove such disability within thirty (30) days of giving\nnotice of such disability.\n\n                                *    *    *    *    *\n\n\n                                         -5-\n\n\n         IN WITNESS WHEREOF, the Parties have caused this Agreement to be\nexecuted by their duly authorized representatives as of the date and year first\nset forth above.\n\n\n                                  FMC CORPORATION\n\n\n                                  By:     \/s\/ Charlotte Mitchell Smith\n                                          ----------------------------\n                                  Title:  Assistant Secretary\n\n\n                                  UNITED DEFENSE INDUSTRIES, INC.\n\n\n                                  By:     \/s\/ Allan M. Holt\n                                          -----------------\n                                  Title:  President\n\n\n\n\n                                         -6-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7558,9167],"corporate_contracts_industries":[9451,9477],"corporate_contracts_types":[9613,9620],"class_list":["post-42898","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fmc-corp","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42898","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42898"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42898"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42898"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42898"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}