Mondelez 2012 Annual Report Download - page 169

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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to be performed by Supplier, the schedules associated therewith or the Service Levels to permit the performance of such
Termination Assistance Services using such personnel or resources already assigned to perform the Services that are not
removed as a result of Kraft's request that Services be reduced.
4.4.2.9
Proprietary Communications Network
. If Supplier uses a proprietary communications network to provide Services to
Kraft or the Eligible Recipients, then for a period of up to two years following the expiration or termination date, upon
Kraft’
s request Supplier shall continue to provide such proprietary communications network and other Network Services at
the rates, and subject to the terms and conditions, set forth in this Agreement.
4.4.3
Resources
. Supplier shall ensure that, at all times during the Term, on 30 days’ notice, it is able to deploy all necessary resources to
perform Termination Assistance Services in accordance with this
Section 4.4
.
4.4.4
Survival of Terms
. This
Section 4.4
shall survive termination/expiration of the Term.
4.5
Use of Third Parties.
4.5.1
Right of Use
. Nothing in this Agreement shall be construed as a requirements contract, and notwithstanding anything to the contrary
contained herein, this Agreement shall not be interpreted to prevent Kraft or any Eligible Recipient from obtaining from third parties
(each, a “ Kraft Third Party Contractor ”), or providing to itself, any or all of the Services or any other services. Nor shall anything
in this Agreement be construed or interpreted as limiting Kraft’
s right or ability during the Term to change the requirements of Kraft or
the Eligible Recipients, move parts of Towers in and out of scope, add or delete Eligible Recipients or to increase or decrease its
demand for Services. To the extent Kraft or an Eligible Recipient obtains from Kraft Third Party Contractors, or provides to itself, any
of the Services, the amount to be paid to Supplier by Kraft will be adjusted in accordance with the applicable Supplement, and such
adjustments [ * * * ] (unless [ * * * ] elects to declare a [ * * * ] pursuant to [ * * * ]). Similarly, to the extent Kraft adds or deletes
Eligible Recipients or increases or decreases its demand for Services, the amount to be paid to Supplier by Kraft will be adjusted in
accordance with the applicable Supplement and the rates specified therein. Without limiting the forgoing, if and to the extent Kraft
purchases telecom transport services from Supplier, Kraft will have the right to discontinue purchase of any or all telecom transport
services from Supplier on [ * * * ] notice in the United States and [ * * * ] notice outside the United States [ * * * ], and, at its election,
to include any replacement telecom transport services contract that Kraft enters into as a Managed Telecom Transport Agreement.
4.5.2
Supplier Cooperation
. Supplier shall fully cooperate with and work in good faith with Kraft or Kraft Third Party Contractors as
described in the applicable Supplement or requested by Kraft and, except as provided below, at no additional charge to Kraft. Such
cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for Kraft
personnel or Kraft Third Party Contractors to perform the work assigned to them; (B) timely providing reasonable electronic and
physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate
for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to them; (C) timely providing written requirements,
standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured,
operated, supported or used by Supplier in connection with the Services; (D) ensuring that there is no degradation in the