Mondelez 2012 Annual Report Download - page 254

Owned Materials provided to or developed by Supplier before the GroceryCo Start Date, providing the “Services” under the
GroceryCo Agreement for GroceryCo. Supplier and its Subcontractors shall have no rights in the source code to such Kraft Owned
Materials unless and to the extent approved in writing in advance by Kraft. Kraft Owned Materials shall remain the sole property of
Kraft. Supplier and its Subcontractors shall not (i) use any Kraft Owned Materials for the benefit of any person or Entity other than
Kraft or the Eligible Recipients, (ii) separate or uncouple any portions of the Kraft Owned Materials, in whole or in part, from any
other portions thereof, or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile or otherwise attempt to create or
discover any source or human readable code, underlying algorithms, ideas, file formats or programming interfaces of the Kraft Owned
Materials by any means whatsoever, without the prior written approval of Kraft, which may be withheld at Kraft’s sole discretion.
Except as otherwise requested or approved by Kraft in writing, Supplier and its Subcontractors shall cease all use of Kraft Owned
Materials upon the end of the Term and the completion of any Termination Assistance Services and shall certify such cessation to
Kraft in a notice signed by an officer of Supplier and each applicable Subcontractor. THE KRAFT OWNED MATERIALS ARE
PROVIDED BY KRAFT TO SUPPLIER AND ITS SUBCONTRACTORS ON AN AS-IS, WHERE-IS BASIS, EXCEPT FOR
KRAFT’S INFRINGEMENT INDEMNITY IN SECTION 17.2.5 . KRAFT EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH KRAFT OWNED MATERIALS, OR THE
CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY SUPPLIER OR ITS SUBCONTRACTORS TO PROVIDE
THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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14.1.3
License to Kraft Licensed Third Party Materials
. Subject to Supplier having obtained any Required Consents, Kraft hereby grants
to Supplier, for the sole purpose of performing the Services and solely to the extent of Kraft’s underlying rights, the same rights of
access and use as Kraft possesses under the applicable software licenses with respect to Kraft licensed Third Party Materials. Kraft
also shall grant such rights to Subcontractors designated by Supplier if and to the extent necessary for Supplier to provide the Services;
provided that, Supplier shall pay all fees, costs and expenses associated with the granting of such rights to such Subcontractors.
Supplier and its Subcontractors shall comply with the duties, including use restrictions and those of nondisclosure, imposed on Kraft
by such licenses. In addition, each Subcontractor shall sign a written agreement to be bound by all of the terms contained herein
applicable to such Third Party Materials (such agreement shall be agreed to by the Parties and shall include the terms specified in this
Section as well as those pertaining to the ownership of such Third Party Materials and any derivative materials developed by the
Parties, the scope and term of the license, the restrictions on the use of such Third Party Materials, the obligations of confidentiality,
etc.). Except as otherwise requested or approved by Kraft (or the relevant licensor), Supplier and its Subcontractors shall cease all use
of such Third Party Materials upon the end of the Term and the completion of any Termination Assistance Services. THE KRAFT
LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY KRAFT TO SUPPLIER AND ITS SUBCONTRACTORS ON AN
AS-IS, WHERE-IS BASIS, EXCEPT FOR KRAFT’S INFRINGEMENT INDEMNITY IN SECTION 17.2.5 . KRAFT
EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO SUCH KRAFT
LICENSED THIRD PARTY MATERIALS, OR THE CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY
SUPPLIER OR ITS SUBCONTRACTORS TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.