Mondelez 2012 Annual Report Download - page 154

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.
5
mean collectively, the MPSA, the Framework Agreement, and the Supplements. All of the terms and conditions of this Framework
Agreement shall be deemed to be incorporated into each Supplement unless otherwise provided in a particular Supplement or unless,
given the context of a particular term or condition, the term or condition is clearly inapplicable to such Supplement. For example, if
this Framework Agreement contains a term regarding Service Levels, and a particular Supplement does not contain Service Levels,
such term would not apply to such Supplement. The terms and conditions of a particular Supplement (including incorporated
Framework Agreement terms and conditions as such may have been modified for such Supplement), apply only to such Supplement
unless otherwise expressly provided. Thus, for example, a pricing term in Supplement 1 will not apply to Supplement 2 unless
otherwise expressly agreed. However, information in a Schedule to the Framework Agreement, for example, Schedule 8
, will apply to
all Supplements.
2.3.4
References to a Schedule, Attachment, Exhibit or Appendix includes all subparts of such documents. For example, a reference to
Schedule 2.6
will be deemed to include reference to
Attachments 2.6-A
,
2.6-B
, and
2.6-C
to
Schedule 2 .6
.
2.4
Companion Agreements.
2.4.1
Operation.
The Parties will enter into one or more companion agreements to this Agreement between Eligible Recipients outside of
the United States and corresponding Supplier Affiliates in those same countries for the purpose of memorializing the implementation
of this Agreement with respect to such Eligible Recipients, compliance with Laws applicable to such Eligible Recipients or otherwise
to effect the intent of the Parties under this Agreement with respect to such Eligible Recipients (each, a “ Companion Agreement ”).
All references to this Agreement include all Companion Agreements. Each Companion Agreement will be in form of Exhibit 1 ,
unless otherwise agreed by the Parties. Kraft and Supplier agree that the execution of Companion Agreements shall in no way limit or
reduce the obligations of either Party under this Agreement, including with respect to the provision of Services to any Eligible
Recipient, except (i) for provisions in a particular Companion Agreement that are expressly acknowledged to be an amendment to this
Agreement for purposes of such Companion Agreement, or (ii) as required by applicable local law.
2.4.2
Enforcement.
Kraft and Supplier acknowledge and agree that with respect to each Companion Agreement, Kraft shall be fully
responsible and liable for all obligations of the applicable Eligible Recipient, and Supplier shall be fully responsible and liable for all
obligations of itself or any Supplier Affiliate or Subcontractor, as may be applicable. Kraft shall have the right to enforce this
Agreement (including the terms of all Companion Agreements) on behalf of each Eligible Recipient that enters into a Companion
Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each such
Eligible Recipient, to the same extent as if Kraft were such Eligible Recipient, subject to the limitations of liability applicable under
this Agreement. Supplier shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf
of each Affiliate or Subcontractor that enters into a Companion Agreement, and to assert all rights and exercise and receive the
benefits of all remedies (including monetary damages) of each such Affiliate or Subcontractor hereunder, to the same extent as if
Supplier were such Affiliate or Subcontractor, subject to the limitations of liability applicable under this Agreement. Notwithstanding
anything to the contrary in any Companion Agreement, any and all disputes arising under or relating to any Companion Agreement
shall be subject to the provisions of
Article 19
, and under no circumstances shall