Mondelez 2012 Annual Report Download - page 170

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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provision of the Services caused by the adjustments made by Supplier in transferring Services to a third party, Kraft or an Eligible
Recipient; or (E) any other cooperation or assistance reasonably necessary for Kraft personnel or Kraft Third Party Contractors to
perform the work in question. Kraft personnel and Kraft Third Party Contractors shall comply with Supplier’s reasonable security and
confidentiality requirements, and shall, to the extent performing work on Software, Equipment or Systems for which Supplier has
operational responsibility, or accessing any Supplier facilities, comply with Supplier’s reasonable standards, methodologies and
procedures, so as to not compromise the confidentiality or security of any Supplier information, including information of any other
customer of Supplier. If, in connection with providing the foregoing assistance to Kraft Third Party Contractors, Supplier is required to
use resources it would not otherwise have been required to use to provide the Services either because of the specific skill levels
involved or to avoid any adverse impact on the Services or the Service Levels, and Supplier is not compensated for such additional
resources through the charging mechanism in the applicable Supplement, then Kraft will compensate Supplier for such assistance on a
time and materials basis provided that (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able, using
commercially reasonable efforts, to cooperate with the Kraft Third Party Contractor without such additional resources under such
circumstances and Supplier provides a reasonable estimate of any impact of such additional resources on the Charges, (ii) Supplier
identifies and considers commercially reasonable alternatives, if any, available to avoid such additional resource requirement, and
(iii) Supplier uses commercially reasonable efforts to minimize usage of such additional resources.
4.5.3 Notice by Supplier . Supplier shall immediately notify Kraft when it becomes aware that an act or omission of a Kraft Third Party
Contractor will cause, or has caused, a problem or delay in providing the Services, and shall use commercially reasonable efforts,
using existing Supplier Personnel assigned to perform the Services, to work with Kraft, the Eligible Recipients and the Kraft Third
Party Contractor to prevent or circumvent such problem or delay; provided, that the Parties acknowledge and agree that Supplier has
no responsibility for the work of Kraft Third Party Contractors or any delays therein or problems therewith, unless and to the extent
Supplier or its Affiliates or Subcontractors are responsible for managing such third parties or have caused such problems or delays.
Supplier shall cooperate with Kraft, the Eligible Recipients and Kraft Third Party Contractors to resolve differences and conflicts
arising between the Services and other activities undertaken by Kraft, the Eligible Recipients or Kraft Third Party Contractors. Any
notification provided by Supplier in accordance with this Section 4.5.3 shall not excuse Supplier from the performance of any of its
obligations under this Agreement.
4.6
Projects.
4.6.1 Procedures and Performance . Supplier shall perform Projects requested and approved by Kraft as part of the Services. The Projects
underway as of the Effective Date are specified in the applicable Supplement. If Supplier desires to make any change to a Project that
is underway as of the Effective Date, then Supplier shall submit to Kraft a written proposal describing such change and the potential
impact of such change, and Kraft may, in its sole discretion approve or reject such proposal. A “ Project ” is a discrete unit of non-
recurring work that is (i) not an inherent, necessary or customary part of the day-to-day Services, (ii) not required to be performed by
Supplier to meet the existing Service Levels (other than Service Levels related to Project performance and except as provided in the
applicable Supplement), and (iii) unless as otherwise provided in the applicable Supplement, that requires at least [ * * * ] of a
Supplier Personnel
’
s effort to complete. A Project may consist of or include work that would otherwise be treated as