Mondelez 2012 Annual Report Download - page 262

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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14.6.3.1.3 the procurement for Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) of a
substitute license for Third Party Materials sufficient to perform, without additional cost, support or resources
and at the levels of performance and efficiency required by this Agreement, the functions of the Third Party
Materials necessary to enable Kraft or its designee to provide the Services after the expiration or termination of
the Term.
14.6.3.2 In addition, Supplier shall deliver to Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) a copy
of such Third Party Materials (including source code, to the extent it has been available to Supplier) and related
documentation, and shall cause (or in the case of commercially available Materials, use commercially reasonable efforts to
cause) maintenance, support and other services to continue to be available to Kraft and the Eligible Recipients (or, at
Kraft’s election, to their designee(s)) to the extent it has been available to Supplier), provided that Kraft or its designee
shall be responsible for the cost of such Services after termination. Unless Kraft has otherwise agreed in advance in
accordance with Section 6.4.3 , Kraft and the Eligible Recipients shall not be obligated to pay any license or transfer fees
in connection with its receipt of the licenses, sublicenses and other rights specified in this Section 14.6.3 . Supplier shall
not use any Third Party Materials for which it is unable to offer such license, sublicense or other rights without Kraft’s
prior approval (and absent such approval, Supplier’s use of any such Third Party Materials shall obligate Supplier to
provide, at no additional cost, such licenses, sublicenses and other rights). Kraft, however, shall be obligated to make
monthly or annual payments attributable to periods after the expiration or termination of the Term with respect to the
Services for which such Third Party Materials were used for the right to use and receive maintenance or support related
thereto, but only to the extent Supplier would have been obligated to make such payments if it had continued to hold the
licenses in question or Kraft has agreed in advance to make such payments.
14.6.3.3 To the extent Kraft has agreed in advance to pay any fees in connection with its receipt of such licenses, sublicenses or
other rights, Supplier shall, at Kraft’s request, identify the licensing and sublicensing options available to Kraft and the
Eligible Recipients and the license or transfer fees associated with each. Supplier shall use commercially reasonable efforts
to obtain the most favorable options and the lowest possible transfer, license, relicense, assignment or termination fees for
Third Party Materials. Supplier shall not commit Kraft or the Eligible Recipients to pay any such fees or expenses without
Kraft’s prior written approval. If the licensor offers more than one form of license, Kraft (not Supplier) shall select the
form of license to be received by Kraft, the Eligible Recipients or their designee(s).