Mondelez 2012 Annual Report Download - page 153

The Parties’ obligations and responsibilities under this Agreement with respect to Services shall commence as of the “GroceryCo Start Date” as
defined in that certain Amendment No. 90 to the Legacy Agreement (the “ Spin-Off Amendment ”), as determined pursuant to Section F of
such Spin-Off Amendment (including with respect to all Companion Agreements in effect for the Snack Business as of the Start Date under this
Agreement).
Supplier shall provide the Services set forth in this Agreement from and after the GroceryCo Start Date. Supplement A to this Agreement which
sets forth the hosting Services to be provided under this Agreement for Kraft shall also become effective as of the Grocery Start Date. For the
avoidance of doubt, the term stated in any Supplement each shall continue without change (e.g., the Term of a novated Supplement will not
“reset” upon the GroceryCo Start Date).
The terms used with initial capital letters in this Agreement shall have the meanings ascribed to them in Schedule 1 .
The terms defined in this Article include the plural as well as the singular and the derivatives of such terms. Unless otherwise expressly stated,
the words “ herein ,” “ hereof ,” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any
particular Article, Section, Subsection or other subdivision. Article, Section and Subsection references refer to articles, sections and subsections
of this Agreement. The words “ include ” and “ including ” shall not be construed as terms of limitation. The words “ day ,” “ month ,” and “
year ” mean, respectively, calendar day, calendar month and calendar year. As stated in Section 21.3 , the word “ notice ” and “ notification ”
and their derivatives shall mean notice or notification in writing. Other terms used in this Agreement are defined in the context in which they are
used and shall have the meanings there indicated.
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.
4
1.4
Effectiveness
.
1.5
Commencement of Services Under this Agreement
.
2.
DEFINITIONS AND DOCUMENTS
2.1
Definitions.
2.2
Other Terms.
2.3 Framework Approach.
2.3.1
Framework Agreement.
The body of this agreement (i.e., the introductory paragraph through
Article 21
) and all schedules,
attachments and exhibits hereto (the “ Framework Agreement ”) sets forth terms and conditions pursuant to which the Parties may
enter into supplementary agreements for the provision of Services.
2.3.2 Supplements and Work Orders. To the extent the Parties desire to enter into an agreement for Supplier to perform Services, the
Parties shall execute a supplement to this Framework Agreement, a form for which is set forth in Exhibit 2 . Each supplement,
together with any schedules, attachments or exhibits thereto and amendments of any of the foregoing, shall be referred to as a “
Supplement ”. After execution of a Supplement, the Parties may modify the scope or nature of the Services to be provided under such
Supplement by executing an amendment referring to such Supplement. Supplements and amendments thereto are not binding on the
Parties until fully executed by authorized representatives of each Party.
2.3.3 Relationship of the Framework Agreement and Supplements . For purposes of determining the rights and obligations under a
Supplement, the term “Agreement” means, collectively, the Framework Agreement and the Supplements. For all other purposes, the
term
“
Agreement
”
shall