Mondelez 2012 Annual Report Download - page 255

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.
106
14.2
Developed Materials
.
14.2.1
Ownership by
[ * * * ]. Unless the Parties agree otherwise, all Developed Materials created by Supplier in connection with the
Services provided by Supplier under this Agreement shall be [ * * * ] and considered to be [ * * * ] (as that term is used in Section [ *
* * ] of the United States Copyright Act, 17 U.S.C. § [ * * * ], or in analogous provisions of other applicable Laws) and owned by [ *
* * ]. If any such Developed Materials may not be considered a [ * * * ] under applicable Law, [ * * * ] hereby irrevocably assigns,
and shall assign, to [ * * * ] without further consideration, all of [ * * * ] right, title and interest in and to such Developed Materials,
including United States and foreign patent, copyright and other intellectual property rights. [ * * * ] acknowledges that [ * * * ] and the
successors and assigns of [ * * * ] shall have the right to obtain and hold in their own name any patent, copyright and other intellectual
property rights in and to such Developed Materials. [ * * * ] agrees to execute any documents and take any other actions reasonably
requested by [ * * * ] to effectuate the purposes of this Section 14.2.1 . [ * * * ] hereby grants [ * * * ] certain license and other rights
with respect to such Developed Materials and associated intellectual property rights, as described in Sections 14.1.2 . [ * * * ] may, in
its sole discretion and upon such terms and at such financial arrangement as [ * * * ] and [ * * * ] may agree, grant [ * * * ] a written
license to use such Developed Materials for other purposes and to sublicense such Developed Materials.
14.2.2
Source Code and Documentation
. At Kraft’s request, Supplier shall, promptly as it is developed by Supplier, provide Kraft with the
source code and object code and documentation for all Developed Materials used by Supplier. To the extent Kraft has not requested
that Supplier provide such code to Kraft, Supplier shall maintain such code in a location and in a form that is readily accessible by
Kraft upon its request. In each case, such source code shall be sufficient to allow a reasonably knowledgeable and experienced
programmer to maintain and support such Developed Materials; and the user documentation for such Developed Materials shall
accurately describe in terms understandable by a typical end user the functions and features of such Developed Materials and the
procedures for exercising such functions and features.
14.2.3
Supplier Owned Developed Materials
. Notwithstanding
Section 14.2.1
, Derivative Works of Supplier Owned Materials created by
Supplier in the course of providing Services under this Agreement shall be owned by Supplier (provided, however, if such Derivative
Work is a deliverable specifically requested and paid for by Kraft under a Project work order, unless otherwise agreed to by the
Parties, it shall be treated as a work made for hire under Section 14.2.1 and any associated copyright in such deliverable assigned to
and owned by Kraft). Supplier hereby grants to Kraft a worldwide, perpetual, irrevocable, non-exclusive, fully paid-up license, with
the right to grant sublicenses, to use, execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works of
such Developed Materials for the benefit and use of Kraft and the Eligible Recipients.
14.2.4
Third Party Materials
. The ownership of Derivative Works of Third Party Materials created by Supplier in connection with the
Services shall, as between Supplier and Kraft, be considered owned by the Party that is the licensee of such Third Party Materials. For
purposes of the foregoing, Supplier shall be deemed the licensee of Third Party Materials licensed by its Subcontractors or Affiliates
and Kraft shall be deemed the licensee of Third Party Materials licensed by any Eligible Recipients. Each Party acknowledges and
agrees that its ownership of such Derivative Works may be subject to or limited by the terms of the underlying agreement with the
owner of the underlying Third Party Materials; provided, that if a Derivative Work is to