Mondelez 2012 Annual Report Download - page 166

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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other planning necessary to effect the transition, (ii) perform programming and consulting services as requested to assist in
implementing the transition plan, (iii) train personnel designated by Kraft, an Eligible Recipient and/or their designee(s) in
the use of any business processes or associated Equipment, Software, Systems, Materials or tools used in connection with
the provision of the Services, (iv) provide Kraft a catalog all business processes, Software, Kraft Data, Equipment,
Materials, Third Party Contracts and tools used to provide the Services, (v) provide machine readable and printed listings
and associated documentation for source code for Software owned by Kraft and source code to which Kraft is entitled
under this Agreement and assist in its re-configuration, (vi) analyze and report on the space required for the Kraft Data and
the Software needed to provide the Services, (vii) assist in the execution of a parallel operation, data migration and testing
process until the successful completion of the transition to Kraft, an Eligible Recipient and/or their designee(s), (viii) create
and provide copies of the Kraft Data in the format and on the media reasonably requested by Kraft, an Eligible Recipient
and/or their designee(s), (ix) provide a complete and up-to-date, electronic copy of the Policy and Procedures Manual in
the format and on the media reasonably requested by Kraft, an Eligible Recipient and/or their designee(s), and (x) provide
other technical assistance as requested by Kraft, an Eligible Recipient and/or their designee(s).
4.4.2.2
Personnel
.
4.4.2.2.1 Kraft, the Eligible Recipients and/or their designee(s) shall be permitted to undertake, without interference
from Supplier, Supplier Subcontractors or Supplier Affiliates (including counter-offers), to hire, effective after
the later of the termination of the Term or completion of any Termination Assistance Services, any Supplier
Personnel primarily assigned to the performance of Services within the 12-month period prior to the expiration
or termination date. Supplier shall waive, and shall cause its Subcontractors and Affiliates to waive, their rights,
if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by,
or to provide any services to, Kraft, the Eligible Recipients and/or their designee(s). Supplier shall provide
Kraft, the Eligible Recipients and/or their designee(s) with reasonable assistance in their efforts to hire such
Supplier Personnel, and shall give Kraft, the Eligible Recipients and/or their designee(s) reasonable access to
such Supplier Personnel for interviews, evaluations and recruitment. Kraft shall endeavor to conduct the above-
described hiring activity in a manner that is not unnecessarily disruptive of the performance by Supplier of its
obligations under this Agreement.
4.4.2.2.2 Promptly upon Kraft providing notice for provision of Termination Assistance Services, Supplier shall provide
to Kraft a list, organized by country, of the Supplier Personnel who are eligible for solicitation for employment
pursuant to this Section 4.4.2.2 . Subject to applicable Privacy Laws, such list shall specify each such Supplier
Personnel's job title and annual rate of pay.