Common use of Developed Materials Compliance Clause in Contracts

Developed Materials Compliance. 15.4.3.1 Supplier warrants and covenants that Developed Materials shall be free from material errors in operation and performance, shall Comply with the applicable documentation and Specifications in all material respects and shall provide the functions and features and operate in the manner described in the applicable Supplement or Schedule 8 or as otherwise agreed by the Parties, for the applicable period after Acceptance as follows: 15.4.3.1.1 Six months for Developed Materials that execute on a daily, weekly or monthly cycle, 15.4.3.1.2 Twelve months for Developed Materials that execute on a quarterly cycle, and 15.4.3.1.3 Two years for Developed Materials that execute on an annual cycle. 15.4.3.2 During such warranty period with respect to any Developed Materials developed by Supplier, Supplier shall correct any failure of such Developed Material to Comply at no additional Charge to Kraft and shall use commercially reasonable efforts to do so as expeditiously as possible; provided that in the case of Developed Materials produced by Supplier on a time-and-materials or cost-plus basis, Supplier’s obligation to perform such correction at no additional charge shall be limited to 10% (measured by Charges) of Supplier’s original development effort for producing those materials. The foregoing warranty period will not extend to any failure to Comply attributable to (i) a change or modification to the applicable Developed Material by Kraft or its Third Party Contractors not contemplated by this Agreement or recommended, performed or approved by Supplier or (ii) Kraft operating the applicable Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purposes contemplated in this Agreement or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such nonconforming Developed Material, Kraft shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code to such Developed Material.

Developed Materials Compliance. 15.4.3.1 Supplier warrants and covenants that Developed Materials shall be free from material errors in operation and performance, shall Comply with the applicable documentation and Specifications in all material respects and shall provide the functions and features and operate in the manner described in the applicable Supplement Schedule 2 or Schedule 8 or as otherwise agreed by the Parties, for the applicable period after Acceptance as follows: 15.4.3.1.1 Six months for Developed Materials that execute on a daily, weekly or monthly cycle, 15.4.3.1.2 Twelve months for Developed Materials that execute on a quarterly cycle, and 15.4.3.1.3 Two years for Developed Materials that execute on an annual cycle. 15.4.3.2 During such warranty period with respect to any Developed Materials developed by Supplier, Supplier shall correct any failure of such Developed Material to Comply at no additional Charge to Kraft and shall use commercially reasonable efforts to do so as expeditiously as possible; provided that in the case of Developed Materials produced by Supplier on a time-and-materials or cost-plus basis, Supplier’s obligation to perform such correction at no additional charge shall be limited to 10% (measured by Charges) of Supplier’s original development effort for producing those materials. The foregoing warranty period will not extend to any failure to Comply attributable to (i) a change or modification to the applicable Developed Material by Kraft or its Third Party Contractors not contemplated by this Agreement or recommended, performed or approved by Supplier or (ii) Kraft operating the applicable Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purposes contemplated in this Agreement or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such nonconforming Developed Material, Kraft shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code to such Developed Material.