Mondelez 2012 Annual Report Download - page 162

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or implementation is to be completed (“
Transformation Milestones
”), (iii) a process and set of standards acceptable to Kraft to
which Supplier will adhere in the performance of the transformation and that will enable Kraft to determine whether Supplier has
successfully completed the transformation and the activities and deliverables associated with each Transformation Milestone,
including measurable success criteria by each Tower that Supplier must meet before transforming the work any further, (iv) providing
a process for Kraft to delay Supplier from proceeding with any part of the transformation, either current or future plans, or altering the
timing for implementation of parts of the transformation without any increase in Supplier’s Charges, if Kraft reasonably determines
that any part of the transformation poses a risk or hazard to Kraft’s or an Eligible Recipient's business interests, (v) the contingency or
risk mitigation strategies to be employed by Supplier in the event of disruption or delay, and (vi) any transformational activities to be
performed by Kraft or the Eligible Recipients (provided that Kraft and the Eligible Recipients shall not be obligated to perform any
transformational activities that are not specifically contemplated by this Agreement and expressly set forth in the Transformation
Plan).
4.3.4
Implementation Plan
. Within 45 days after the Commencement Date, and thereafter at least 30 days before the end of each calendar
year during the Term, Supplier shall deliver to Kraft for Kraft
’s review, comment and approval a detailed plan for the implementation
of the activities required for the implementation of the Transformation Plan for the succeeding calendar year. In addition, until
implementation of the Transformation Plan is completed, Supplier shall deliver to Kraft, at least 30 days before the end of each
calendar quarter, a detailed plan, consistent with the annual plan, for the implementation of transformational activities related to the
Transformation Plan that will be taking place during the succeeding quarter, for Kraft’s review, comment and approval. Such
implementation plan shall be based on and consistent with the initial Transformation Plan set forth in the applicable Supplement, and
shall identify each transformational activity to be performed by Supplier Personnel, and the acceptance testing and review process for
the changes being implemented. If approved by Kraft, each such plan for each calendar year shall become a part of the Transformation
Plan and be incorporated in the applicable Supplement. In addition, Supplier may propose an update of the overall Transformation
Plan in the applicable Supplement at the time it submits its annual implementation plan, which update shall be subject to Kraft’s
review, comment, and approval. The implementation plans described above are in addition to and separate from the annual
Technology Plan described in Section 9.5.5 , though Supplier’s update to the Transformation Plan may arise from changes
contemplated by the Technology Plan.
4.3.5
Performance
. Supplier shall perform the Transformation Services and implement the Transformation Plan in accordance with the
timetable and Transformation Milestones set forth in the Transformation Plan, and Kraft shall reasonably cooperate with Supplier to
assist Supplier in implementing the Transformation Plan. Supplier shall provide all cooperation and assistance reasonably required or
requested by Kraft in connection with Kraft’s evaluation or testing of the deliverables resulting from implementation of the
Transformation Plan. Supplier shall implement the Transformation Plan in a manner that will not (i) disrupt or have an unnecessary
adverse impact on the business or operations of Kraft or the Eligible Recipients, (ii) degrade the Services then being received by them,
or (iii) interfere with their ability to obtain the full benefit of the Services, except as may be otherwise provided in the Transformation
Plan. Prior to undertaking any transformation activity, Supplier shall discuss with Kraft all known Kraft-specific material risks and
shall not proceed with such activity until Kraft is reasonably satisfied with the plans with regard to such risks (provided that neither
Supplier
’
s disclosure of any such risks to Kraft