Mondelez 2012 Annual Report Download - page 260

substitutions, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto),
Supplier hereby grants to Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) a worldwide,
perpetual, non-exclusive, non-transferable, irrevocable, fully paid-up license to use, execute, reproduce, display, perform,
and 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 modify, enhance and create Derivative Works and to permit a third party to
use, execute, reproduce, display, perform, and distribute (to Kraft and such Eligible Recipients, and, where appropriate for
Kraft and the Eligible Recipients to receive the benefit of this Section, to Kraft Third Party Contractors) such Supplier
Owned Materials for the benefit or use of Kraft, Kraft Affiliates and the Eligible Recipients upon the expiration or
termination of the Term, but only with respect to replacement services that are the same or similar to the Services for
which such Supplier Owned Materials and Derivative Works were used (without the obligation by Supplier to maintain,
support, upgrade or provide other services with respect thereto except as provided in Section 14.6.2.4 below).
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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14.6.2.2
Commercially Available Supplier Materials
. With respect to Materials owned by Supplier or Supplier Affiliates which
are commercial off-the-shelf products and used by them to provide the Services and used by them during the 12-month
period immediately preceding the expiration or termination of the Term to provide the Services (and any modifications,
substitutions, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto),
Supplier hereby grants to the Eligible Recipients (or, at Kraft’s election, to their designee(s)) for use by Kraft upon
termination or expiration of this Agreement, a license subject to the provision below concerning on-going license and
maintenance charges, under the then-current standard license terms made generally available by Supplier to its other
commercial customers, including any restrictions or prohibitions for such Materials (provided that any such license shall in
any event comply with the terms of the then existing agreement between Kraft and Supplier covering Supplier
commercially available materials). Supplier will waive any one-time license fee for such Materials (but not ongoing,
monthly, variable, or periodic charges) that are generally applicable to other commercial customers for the period after
expiration or termination (and, at Kraft’s election, to Third Party Contractor(s) that sign a written agreement with Kraft to
be bound by terms at least as protective as the terms contained herein applicable to such Materials). If commercial
available software is offered on a one-time license fee basis, Kraft will not be subject to the one-time fee but would be
responsible for upgrades and ongoing maintenance fees.
14.6.2.3 Supplier shall deliver to Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) (A) a copy of such
Supplier Owned Materials and related documentation, (B) the source code and object code for Supplier Owned Materials
that are not commercial off-the-shelf products, and (C) the source code and object code for Supplier Owned Materials that
are commercial off-the-shelf products (i) to the extent providing such code is a part of Supplier’s regular commercial
practices, or (ii) if Supplier ceases or has ceased to offer or provide upgrades, maintenance, support and other services for
such Materials as provided