Mondelez 2012 Annual Report Download - page 163

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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nor Kraft’s acquiescence in Supplier’s plans shall operate or be construed as limiting Supplier’
s responsibilities under this Agreement).
Supplier shall identify and resolve, with Kraft’s reasonable assistance, any problems that may impede or delay the timely completion
of any phase of the Transformation Plan.
4.3.6
Failure to Meet Transformation Milestones
.
4.3.6.1 The Parties acknowledge and agree that the Transformation Plan specifies various Transformation Milestones by which
transformational activities and/or deliverables are to be completed. Supplier recognizes that its failure to meet the
Transformation Milestones may have a material adverse impact on the business and operations of Kraft and the Eligible
Recipients and that the damages resulting from Supplier’s failure to meet such Transformation Milestones are not capable
of precise determination. Accordingly, if Supplier fails to meet a Transformation Milestone, then, in addition to any other
remedies available to Kraft under this Agreement, at law, or in equity, and subject to any exceptions to meeting Service
Levels or Transformation Milestones set forth in the applicable Supplement, Supplier shall be subject to the imposition of
Deliverable Credits specified in the applicable Supplement for such Transformation Milestone, as compensation for Kraft’
s
damages and not as a penalty. If Kraft recovers other monetary damages from Supplier as a result of Supplier’s failure to
meet one or more Transformation Milestones, Supplier shall be entitled to set off against such damages any Deliverable
Credits paid for the failures giving rise to such recovery.
4.3.6.2
Neither the transformation nor the activities and deliverables associated with individual Transformation Milestones shall be
deemed complete until the Parties have mutually determined that Supplier has successfully completed them in accordance
with the process and standards identified in the Transformation Plan.
4.4
Termination Assistance Services.
4.4.1
Availability
. As part of the Services, and for the Charges set forth in
Section 4.4.2.8
and the applicable Supplement, Supplier shall
provide to Kraft, the Eligible Recipients and/or their designee(s) the Termination Assistance Services described in Section 4.4.2 and
Schedule 23 and any termination assistance services described in the applicable Supplement. Any Termination Assistance Services
provided in connection with the expiration or termination of a Supplement shall apply with respect to the Services and associated
personnel, Software, Equipment, contracts, Facilities and other resources associated with the discontinued Services.
4.4.1.1
Period of Provision
. Supplier shall provide such Termination Assistance Services to Kraft and the Eligible Recipients, or
their designee(s) (i) with reasonable prior written notice given the nature of the tasks being requested, with such services
commencing on the date specified in the notice, which may be up to six months prior to the expiration of the Term or on
such earlier date as Kraft may reasonably request given the nature of the tasks being requested, and continuing for the
period of time requested by Kraft in its notice to Supplier, which may be up to 12 months following the effective date of
the expiration of the Term (as such Term may be extended pursuant to Section 3.2 ), (ii) commencing upon any notice of
termination (including notice based upon breach