Mondelez 2012 Annual Report Download - page 261

in Section 14.6.2.4 , 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 to maintain, support, upgrade or
provide other services with respect thereto except as reflected in Section 14.6.2.4 below; and
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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14.6.2.4 Supplier shall offer to provide to Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)), Upgrades,
maintenance, support and other services for Supplier Owned Materials commercial off-the-shelf Materials, and any other
Materials provided by Supplier on Supplier
’
s then
-
current standard terms and conditions for such services.
14.6.2.5 Unless Kraft has otherwise agreed in advance, Kraft and the Eligible Recipients (and, to the extent applicable, Kraft’s
designee(s)) shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses and other
rights to Supplier Owned Materials above. Supplier shall not use any Supplier Owned Materials for which it is unable to
offer such license or other rights without Kraft’s prior written approval (and absent such approval, Supplier’s use of any
such Supplier Owned Materials shall obligate Supplier to provide, at no additional cost, such license and other rights to
Kraft, Kraft Affiliates, the Eligible Recipients and Kraft
’
s designees).
14.6.3
Third Party Materials.
14.6.3.1 Subject to any exceptions to which Kraft has consented pursuant to
Section 6.4.3
, with respect to Third Party Materials
(other than Excluded Materials) licensed by Supplier or Supplier Affiliates or Subcontractors (other than product vendor
specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft
assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of
Supplier Overhead Materials) and used by them to provide the Services, Supplier hereby grants to Kraft and the Eligible
Recipients (or, at Kraft’s election, to their designee(s)) a sublicense (with the right to grant sublicenses) offering the same
rights and warranties with respect to such Third Party Materials available to Supplier (or Supplier Affiliates or
Subcontractors), on the same terms and conditions, for the benefit and use of Kraft, Kraft Affiliates and the Eligible
Recipients upon the expiration or termination of the Term with respect to services that are the same or similar to the
Services for which such Third Party Materials were used; provided that, during the Termination Assistance Services
period, Supplier may, with Kraft
’
s approval, substitute one of the following for such sublicense:
14.6.3.1.1 the assignment to Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) of the
underlying license for such Third Party Materials;
14.6.3.1.2 the procurement for Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) of a new
license (with terms at least as favorable as those in the license held by Supplier or its Affiliates or
Subcontractors and with the right to grant sublicenses) to such Third Party Materials for the benefit or use of
Kraft, Kraft Affiliates and the Eligible Recipients; or