Mondelez 2012 Annual Report Download - page 156

Unless otherwise terminated as set forth in Article 20 , this Agreement shall remain in effect from the Effective Date until the second
anniversary of the first date on which no Supplement is then in effect between the Parties, and the term for each Supplement (each, a “ Term ”
with respect to such Supplement) shall be as set forth therein, unless such Supplement is terminated earlier in accordance with this Agreement.
Supplier shall offer to Kraft complete terms and conditions for renewal of this Agreement, including pricing, at least 12 months prior to any
scheduled expiration of the Term. If Kraft desires to renew the applicable Supplement after the corresponding initial Term, Kraft will notify
Supplier at least 180 days prior to the scheduled expiration date. If the Parties are unable to reach agreement and execute such renewal at least 30
days prior to the scheduled expiration of the Term, then Kraft, at its sole option, may extend such Term for up to [ * * * ] extension periods of up
to [ * * * ] each, on the terms and conditions then set forth in the applicable Supplement, including applicable pricing and price adjustments
specified therein. Unless otherwise agreed by the Parties in writing, no Termination Charges shall be applicable to any termination on or after the
expiration of the initial term of the applicable Supplement, unless, during any such extension period, it becomes necessary for Supplier to enter
into new commitments (such as refresh of equipment, in order to provide the Services or meet the Service Levels), in which case Termination
Charges may be payable with regard to such commitments, provided that Supplier notifies Kraft in advance of such commitments and the
associated costs and obtains Kraft’s prior approval thereof, which approval will not be unreasonably withheld.
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.
7
3.
TERM
3.1
Initial Term and Supplement Term.
3.2
Extension.
4.
SERVICES
4.1
Overview.
4.1.1
Services.
Supplier shall provide the Services to Kraft, and, upon Kraft’s request, to Eligible Recipients and Authorized Users
designated by Kraft, including for all Kraft Sites, subject to the initial delay in the start date for Services to be provided in Deferred
Countries. The Services shall consist of the following, as they may evolve during the Term of this Agreement or be supplemented,
enhanced, modified or replaced:
4.1.1.1 The services, functions, processes and responsibilities described in this Agreement and the applicable Supplements, which
include the Technological Evolution and the following:
4.1.1.1.1
the Services described in the applicable Supplement.
4.1.1.1.2
the Transition Services, as described in
Section 4.2
and the applicable Supplement;
4.1.1.1.3
the Transformation Services, as described in
Section 4.3
and the applicable Supplement; and
4.1.1.1.4
the Termination Assistance Services, as described in
Section 4.4
and
Schedule 23
.