intellectual property LICENSE AGREEMENTIntellectual Property License Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2023 (the “Effective Date”), is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement (as defined below).
Form of TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2023, is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.
Form of FILTRATION AFTERMARKET SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of [●], 2023Filtration Aftermarket Supply Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This FILTRATION AFTERMARKET SUPPLY AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Supplier”). Each of Cummins and Supplier are referred to herein from time to time each as, a “Party” and collectively, the “Parties”.
Form of SEPARATION AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of [●], 2023Separation Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of [●], 2023, is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Cummins (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
Form of REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2023 (this “Agreement”), is by and between Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”), and Cummins Inc., an Indiana corporation (“Cummins”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This TransitionAL Trademark License Agreement (this “Agreement”), dated as of [●], (the “Effective Date”), is made and entered into by and between Cummins Inc., an Indiana corporation (“Cummins” or “Licensor”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” or “Licensee”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.
Form of EMPLOYEE MATTERS AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC. Dated as of [●], 2023Employee Matters Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2023, is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Cummins (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.
Form of TAX MATTERS AGREEMENTTax Matters Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [●], 2023 between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” and, together with Cummins, the “Parties”). Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Master Separation Agreement, dated as of [●], 2023 (the “Separation Agreement”).
Form of FILTRATION FIRST-FIT SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of [●], 2023Supply Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This FILTRATION FIRST-FIT SUPPLY AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Supplier”). Each of Cummins and Supplier are referred to herein from time to time each as, a “Party” and collectively, the “Parties”.
