Mondelez 2012 Annual Report Download - page 257

grants to Kraft Third Party Contractor(s) a non-exclusive, royalty-free right and license during the Term and any Termination
Assistance Services period, for the benefit of Kraft and the Eligible Recipients, to (x) access use, execute, reproduce, display, perform,
and distribute (to Kraft and the Eligible Recipients and, where appropriate for Kraft and the Eligible recipients to receive the benefit of
this Section, to Kraft Third Party Contractors) and (y) modify, enhance and create Derivative Works of such Supplier Owned
Materials and Software (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation,
materials and media related thereto), 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 any Kraft Third Party Contractor’s
modifications, enhancements or Derivative Works would impair Supplier’s ongoing use of such Material to perform the Services.
Supplier Owned Materials shall remain the property of Supplier. Kraft, the Eligible Recipients and Kraft Third Party Contractors may
only exercise the rights granted to the Supplier Owned Materials pursuant to this Section 14.3.2 in order to (A) receive the full benefit
of the Services provided by Supplier, and (B) perform or have performed services that entail the same or similar types of use for which
Supplier used or uses such Material in connection with the provision of the Services. The rights and obligations of Kraft, the Eligible
Recipients and Kraft Third Party Contractors with respect to such Supplier Owned Materials following the expiration or termination of
the Agreement or termination of any Service are set forth in Section 14.6 .
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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14.3.3
Embedded Materials.
To the extent that Supplier Owned Materials are embedded in any Developed Materials owned by Kraft
pursuant to Section 14.2.1 , Supplier shall not be deemed to have assigned its intellectual property rights in such Supplier Owned
Materials to Kraft, but 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 Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools,
documentation, materials and media related thereto) solely for the benefit and use of Kraft, Kraft Affiliates and the Eligible Recipients
for so long as such Supplier Owned Materials remain embedded in such Developed Materials and are not separately commercially
exploited. Following the expiration or termination of the Term and the termination of the Service(s) for which such Materials were
used, Supplier shall, at Kraft’
s request, provide Upgrades, maintenance, support and other services for such embedded Supplier Owned
Materials in accordance with
Section 14.6.2 or 14.6.3
, as applicable.
14.3.4 Source Code Escrow . At Kraft’s request and expense with respect to the escrow agent charges, Supplier shall deposit in escrow with
an escrow agent selected by Kraft the source code and related documentation for Supplier Owned Software, other than commercial
off-the-shelf (“ COTS ”) Software, for which Kraft has post-termination rights pursuant to this Agreement and, to the extent available
to Supplier, the source code for any Third Party Software used by Supplier to perform the Services for which Kraft has post-
termination rights pursuant to this Agreement. The escrow shall be governed by and subject to the terms and conditions appearing in
the Escrow Agreement attached hereto as Exhibit 5 , as such terms and conditions may be modified by agreement of the Parties and
the escrow agent. Unless approved by Kraft, Supplier shall not use any non-commercially available Third Party Software for which
Kraft has post-termination rights pursuant to this Agreement for the performance of the Services without obtaining the right to the
source code for such software, whether by escrow or otherwise.