Mondelez 2012 Annual Report Download - page 161

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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4.2.8
Termination for Cause
. Notwithstanding the foregoing, Kraft may terminate this Agreement for cause if (i) Supplier fails to comply
with its obligations with respect to the provision of Transition Services and such failure causes or will cause a material disruption to or
otherwise has or will have a material adverse impact on the operations or businesses of Kraft or the Eligible Recipients, and, in the
case of a failure that will have a material adverse impact that has not yet occurred, Supplier fails to cure such failure within 15 days
after its receipt of notice of such failure or, in the case of a failure that has caused a material adverse impact, Supplier fails to cure such
failure within 5 days after its receipt of notice of such failure, (ii) Supplier materially breaches its obligations with respect to the
provision of Transition Services and fails to cure such breach within 15 days after its receipt of notice, or (iii) Supplier fails to meet a
Transition Milestone and such failure constitutes a material breach of the applicable Supplement and Supplier fails to cure such breach
within 15 days after its receipt of notice. In addition, unless otherwise agreed, if Supplier fails to meet the Transition Milestone for the
completion of the transition of all Services to Supplier by more than 45 days, Kraft may terminate this Agreement for cause without
requirement of notice or opportunity to cure. In all such events, subject to Section 18.3 , Kraft may recover the damages suffered by
Kraft or the Eligible Recipients in connection with such a termination, provided that, if such termination is based on Supplier’s failure
to meet a Transition Milestone, Supplier shall be entitled to set off against such damages any Deliverable Credits Supplier has paid for
the failure to meet such Transition Milestone.
4.3
Transformation Services.
This
Section 4.3
shall only apply if a Supplement specifically refers to Transformation Services in its Services description.
4.3.1
Transformation
. Without limiting any of Supplier’s other obligations hereunder with respect to Technological Evolution, Supplier
shall perform the transformational activities and implement the technology and other changes described in the Transformation Plan
described in the applicable Supplement. If any services, functions or responsibilities not specifically described in the Transformation
Plan are an inherent, necessary or customary part of the Transformation Services or are required for proper performance or provision
of the Transformation Services or the completion of the changes described in the Transformation Plan in accordance with this
Agreement, they shall be deemed to be included within the scope of the Transformation Services to be delivered without additional
charge, as if such services, functions or responsibilities were specifically described in the Transformation Plan. Kraft will perform
those tasks which are designated to be Kraft’s responsibility in the Transformation Plan, and any services, functions or responsibilities
that are an inherent, necessary or a customary part of the designated tasks. Unless otherwise agreed in writing, Kraft shall not incur
any charges, fees or expenses payable to Supplier in connection with the transformation, other than those charges, fees and expenses
specified in the applicable Supplement and those incurred by Kraft. At Supplier’s request or as specified in the Transformation Plan,
Kraft shall provide reasonable cooperation to Supplier in connection with its performance of the Transformation Services.
4.3.2 Transformation Plan
. The initial Transformation Plan will be described in the applicable Supplement.
4.3.3
Contents of Transformation Plan
. The Transformation Plan shall identify, among other things, (i) the transformational activities to
be performed by the Supplier and the changes in technology and business processes to be implemented by Supplier, (ii) the date(s) by
which each such activity