Mondelez 2012 Annual Report Download - page 167

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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4.4.2.3
Software
. Supplier shall provide Software in accordance with
Section 14.6
.
4.4.2.4
Equipment
. Subject to
Section 6.4.3
, Kraft, the Eligible Recipients and/or their designee(s) shall have the right (but not
the obligation, except with respect to Committed Equipment Purchase obligation specified in the applicable Supplement) to
purchase, or assume the lease for, any Equipment (including the Acquired Assets) owned or leased by Supplier that is
primarily used by Supplier, Supplier Subcontractors or Supplier Affiliates to perform the Services. Such Equipment shall
be transferred in good working condition, reasonable wear and tear excepted, as of the expiration or termination date or the
completion of any Services requiring such Equipment, whichever is later. Supplier shall maintain such Equipment for
which Supplier has the maintenance obligation under the terms of this Agreement through the date of transfer so as to be
eligible for the applicable manufacturer’s maintenance program at no additional charge to Kraft, so long as Kraft’s
instructions to Supplier under this Agreement regarding such Equipment have not voided the applicable manufacturer’s
maintenance program and such maintenance program is available (provided that Supplier has notified Kraft in writing in
advance that Kraft’s instructions will void the applicable manufacturer’s maintenance program and Kraft does not change
its instructions following receipt of Supplier’s notification). In the case of Supplier-owned equipment, Supplier shall grant
to Kraft, the Eligible Recipients and/or their designee(s) a warranty of title and a warranty that such Equipment is free and
clear of all liens and encumbrances. Such conveyance by Supplier to Kraft, the Eligible Recipients and/or their designee(s)
shall be at the net book value which shall be calculated in accordance with GAAP, a depreciation method that is either
straight line (or, at Supplier’s option, accelerated) for a period of time that is no longer than the refresh cycle specified in
the applicable Supplement for the applicable Equipment. At Kraft’s request, the Parties shall negotiate in good faith and
agree upon the form and structure of the purchase. In the case of leased Equipment, Supplier shall (i) represent and warrant
that Supplier, or its Affiliate or Subcontractor if such entity is the lessee, is not in default under the Lease, (ii) represent and
warrant that all payments thereunder have been made through the date of transfer, and (iii) notify Kraft of any lessor
defaults of which it is aware at the time.
4.4.2.5
Kraft Facilities, Equipment and Software
. Supplier shall vacate the Kraft Facilities and return to Kraft, if not previously
returned, any Kraft owned or leased Equipment, Kraft Owned Software and Kraft licensed Software, in condition at least
as good as the condition when made available to Supplier, ordinary wear and tear excepted. Such Kraft Facilities,
Equipment and Software shall be vacated and returned at the expiration or termination date of the Term or the completion
of any Services requiring such Kraft Facilities, Equipment and Software, whichever is later.
4.4.2.6
Supplier Subcontracts and Third Party Contracts
. Supplier shall inform Kraft of all subcontracts or Third Party
Contracts primarily used by Supplier, Supplier Subcontractors or Supplier Affiliates to perform the Services. Subject to
Sections 6.4.3 , Supplier shall, at Kraft’s request, cause any such Subcontractors (other than product vendor specialists
who Supplier engages on a