Mondelez 2012 Annual Report Download - page 258

This Agreement shall not confer upon either Party intellectual property rights in Materials of the other Party (to the extent not covered by this
Article 14 ) unless otherwise so provided elsewhere in this Agreement.
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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14.3.5
License to Supplier Licensed Third Party Materials
. Effective upon the first use by Supplier of any Third Party Materials to
provide the Services and subject to Supplier having obtained any Required Consents, Supplier hereby grants to Kraft and the Eligible
Recipients, and, solely for the benefit of Kraft and the Eligible Recipients, to the Kraft Third Party Contractors, at no additional
charge, a non-exclusive, royalty-free right and license to access and/or use the Third Party Materials as to which Supplier holds the
license or for which Supplier is financially responsible under this Agreement (including all modifications, substitutions, Upgrades,
enhancements, methodologies, tools, documentation, materials and media related thereto), during the Term and any Termination
Assistance Services period Kraft, the Eligible Recipients and Kraft Third Party Contractors may only exercise the rights granted to the
Third Party Materials pursuant to this Section 14.3.5 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 licensed Third Party Materials following the expiration or termination of the Agreement or
termination of any Service are set forth in
Section 14.6
.
14.4
Other Materials
.
14.5
General Rights
.
14.5.1 Copyright Legends . Each Party agrees to reproduce copyright legends which appear on any portion of the Materials which may be
owned by the other Party or third parties.
14.5.2 Residuals . Nothing in this Agreement (including Article 9 ) shall restrict any employee or representative of a Party from using
general ideas, concepts, practices, learning or know-how relating to the processing of information technology that are retained in the
unaided memory of such employee or representative after performing the obligations of such Party under this Agreement, except to the
extent that such use infringes upon any patent, copyright or other intellectual property right of a Party or its Affiliates (or, in the case
of Supplier, any Eligible Recipient); provided, however, that this Section 14.5.2 shall not (i) be deemed to limit either Party’s
obligations under this Agreement with respect to the disclosure or use of Proprietary Information, or (ii) operate or be construed as
permitting an employee or representative of Supplier to disclose, publish, disseminate or use (a) the source of any Proprietary
Information of Kraft or an Eligible Recipient, (b) any financial, statistical or personnel information of Kraft or an Eligible Recipient,
or (c) the business plans of Kraft or the Eligible Recipients. An individual’s memory is unaided if the individual has not intentionally
memorized the other Party’s Proprietary Information for the purpose of retaining and subsequently using or disclosing it and does not
identify the information as the other Party’s Proprietary Information upon recollection. For avoidance of doubt, the foregoing would
not permit Supplier Personnel to use Proprietary Information of Kraft or an Eligible Recipient for any purpose other than the provision
of Services under this Agreement.
14.5.3
No Implied Licenses
. Except as expressly specified in this Agreement, nothing in this Agreement shall be deemed to grant to one
Party, by implication, estoppels or otherwise, license rights, ownership rights or any other intellectual property rights in any Materials
owned by the other Party or any Affiliate of the other Party (or, in the case of Supplier, any Eligible Recipient).