Mondelez 2012 Annual Report Download - page 164

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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or default by Kraft, breach or default by Supplier, or termination in whole or in part for convenience by Kraft) of the Term
with respect to all or any part of the Services, 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 such termination of all or part of the Services, or
(iii) commencing upon notice of termination of all or part of the Services to an Eligible Recipient no longer Controlled by
Kraft 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 such termination.
4.4.1.2
Extension of Termination Assistance Services
. Kraft may elect, upon 30 days’ prior notice, to extend the effective date
of any expiration/termination of all or part of the Termination Assistance Services, in its sole discretion, provided that the
total of all such extensions will not exceed 180 days following the originally specified effective date without Supplier’s
prior written consent. If Kraft provides less than 30 days’ prior notice of an extension, Supplier shall nonetheless use
commercially reasonable efforts to comply with Kraft’s request and provide the requested Services and/or Termination
Assistance Services.
4.4.1.3 Extension of Other Services . As part of the Termination Assistance Services, for a period of 12 months following the
expiration or termination date, Supplier shall provide to the Eligible Recipient(s), under the terms and conditions of this
Agreement, at Kraft’s request in a written notice provided to Supplier at least 60 days in advance of such expiration or
termination date, any or all of the Services being performed by Supplier prior to the expiration or termination date,
including those Services described in Article 4 and the applicable Supplement; provided that Kraft may extend the period
for the provision of such Services for up to an additional 180 days in accordance with Section 4.4.1.2 . To the extent Kraft
requests such Services, Kraft will pay Supplier the Charges specified in the applicable Supplement that Kraft would have
been obligated to pay Supplier for such Services if this Agreement had not yet expired or been terminated. To the extent
Kraft requests a portion (but not all) of the Services included in a particular Charge, the amount to be paid by Kraft will be
equitably adjusted by the amount attributable to the portion of the Services that Supplier will not be providing or
performing.
4.4.1.4
Firm Commitment
. Supplier shall provide Termination Assistance Services to Kraft and the Eligible Recipients, or their
designee(s) regardless of the reason for the expiration or termination of the Term; provided, if this Agreement is terminated
by Supplier under Section 20.1.2
for failure to pay undisputed amounts, Supplier may require payment by Kraft in advance
for Termination Assistance Services to be provided or performed under this Section 4.4 . At Kraft’s request, Supplier shall
provide Termination Assistance Services directly to an Eligible Recipient or an Entity acquiring Control of an Eligible
Recipient; provided that, unless otherwise agreed by the Parties, all such Termination Assistance Services shall be
performed subject to and in accordance with the terms and conditions of this Agreement.