Mondelez 2012 Annual Report Download - page 165

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.
16
4.4.1.5
Performance
. All such Termination Assistance Services shall be provided subject to and in accordance with the terms and
conditions of this Agreement. Supplier shall perform the Termination Assistance Services with at least the same degree of
accuracy, quality, completeness, timeliness, responsiveness and resource efficiency as it provided and was required to
provide with respect to the same or similar Services during the Term. The quality and level of performance of the
Termination Assistance Services provided by Supplier following the expiration or termination of the Term as to all or part
of the Services or Supplier’s receipt of a notice of termination or non-renewal shall continue to meet or exceed the Service
Levels and shall not be degraded or deficient in any respect. Accordingly, Service Level Credits may still be assessed for
failure to meet Service Levels during the period Termination Assistance Services are provided. Supplier Personnel
(including all Key Supplier Personnel) reasonably considered by Kraft to be critical to the performance of the Services and
Termination Assistance Services that are performing or overseeing Services Kraft has requested Supplier to continue
performing shall be retained on the Kraft account through the completion of the Services, including Termination
Assistance Services, they are performing. If Kraft requests Supplier to perform less than all of the Services as part of the
Termination Assistance Services, and at such time Supplier can reasonably demonstrate that the Service Levels for the
remaining Services will be negatively impacted due to the partial termination of a Tower or the termination of any Services
within the Cross Functional Services Tower, then the Parties agree to work together to adjust the Service Levels and the
Service Level Credits accordingly.
4.4.2
Scope of Termination Assistance Service.
As part of the Termination Assistance Services, Supplier will timely transfer the control
and responsibility for all Services previously performed by or for Supplier to Kraft, the Eligible Recipients and/or their designee(s) by
the execution of any documents reasonably necessary to effect such transfers. Additionally, Supplier shall provide any and all
reasonable assistance requested by Kraft to allow, among other things:
(a)
the Systems and processes associated with the Services to operate efficiently;
(b) the Services to continue with as little interruption or adverse effect as is reasonable under the circumstances; it being
understood that Supplier shall not be responsible for Kraft’s or the replacement supplier’s failure to properly perform
any in
-
sourced or re
-
sourced part of the Services; and
(c)
the orderly transfer of the Services to Kraft, the Eligible Recipients and/or their designee(s).
The Termination Assistance Services shall include, as requested by Kraft, the Services, functions and responsibilities set forth on
Schedule 23 . In addition, in connection with such termination or expiration, Supplier will provide the following assistance and
Services at Kraft
’
s direction:
4.4.2.1
General Support
. Supplier shall (i) assist Kraft, an Eligible Recipient and/or their designee(s) in developing a written
transition plan for the transition of the Services to Kraft, such Eligible Recipient, or their designee(s), which plan shall
include (as requested by Kraft) capacity planning, business process planning, facilities planning, human resources
planning, telecommunications planning and