Mondelez 2012 Annual Report Download - page 256

be made of Third Party Materials provided by Supplier, Supplier shall notify Kraft in advance if the terms of any such agreement will
preclude or limit Kraft’s use of such Derivative Work and shall obtain Kraft’
s written consent prior to proceeding with such Derivative
Work.
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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14.2.5
Disclosure by Supplier of Developed Materials
. Supplier shall promptly disclose in writing to Kraft each Developed Material that is
developed in connection with the Services.
14.2.6
Agreement Regarding Inventions and Patents
. With respect to patented inventions arising out of Developed Materials, but not
including inventions by Transitioned Employees while working on the Kraft account during the first twelve (12) months following
their relevant Employment Effective Date, and not including any inventions solely conceived and reduced to practice by or on behalf
of Kraft or any Eligible Recipients, by a party other than Supplier or its subcontractors hereunder, Kraft shall not, and shall cause the
Eligible Recipients and each of their respective employees to not, sue or seek injunctive relief for patent infringement against Supplier
or any customer of Supplier which is (i) then currently receiving services from Supplier as evidenced by Supplier’s business records,
or (ii) using software or systems developed and delivered by Supplier, which in the case of either clauses (i) or (ii) above, that are
alleged to be infringing of such rights, where the allegedly infringing inventions or services are independently developed by Supplier
employees not primarily dedicated to the Kraft account or having access to confidential information related to the subject matter of the
patent. The foregoing covenant shall not extend to any copyrights or other intellectual property rights of Kraft or the Eligible
Recipients.
14.3
Supplier Owned and Licensed Materials
.
14.3.1
Ownership of Supplier Owned Materials
. Supplier shall be the sole and exclusive owner of the (i) intellectual property, Software
and Materials lawfully owned by it, (ii) intellectual property, Software and Materials acquired by Supplier (including any such
Materials purchased from Kraft pursuant to this Agreement) other than acquisitions for Kraft or an Eligible Recipient in connection
with the performance of the Services, (iii) Derivative Works of Supplier owned intellectual property, Software and Materials created
by or for Supplier in accordance with Section 14.2.3 , (iv) Materials developed by or on behalf of Supplier other than in the course of
the performance of its obligations under this Agreement or in connection with the use of any Kraft Data or Kraft Owned Materials,
including all United States and foreign patent, copyright and other intellectual property rights in such Materials described in clauses
(i) through (iv) of this paragraph (
“
Supplier Owned Materials
”
).
14.3.2
License to Supplier Owned Materials
. Effective upon the first use by the Supplier of any Supplier Owned Materials to provide the
Services, Supplier hereby grants to Kraft and the Eligible Recipients, at no additional charge, a world-wide, non-exclusive, royalty-
free right and license during the Term and any Termination Assistance Services period to (i) access, use, execute, reproduce, display,
distribute (among themselves and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft
Third Party Contractors) and perform, such Supplier Owned Materials (including all modifications, replacements, Upgrades,
enhancements, methodologies, tools, documentation, materials and media related thereto), and (ii) modify, enhance and create
Derivative Works of such Supplier Owned Materials, provided that Kraft will notify Supplier of any such modifications,
enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if Kraft’s
modifications, enhancements or the creation of Derivative Works would impair Supplier’
s ongoing use of such Material to perform the
Services. In addition, [ * * * ], Supplier hereby