Mondelez 2012 Annual Report Download - page 171

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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New Services. The Supplier Personnel assigned to perform such Projects shall possess the training, education, experience, competence
and skill to perform such work. The Kraft Contract Manager or his or her designee shall request, define and set the priority for such
Projects. Supplier shall maintain appropriate continuity of personnel assigned to perform Projects. Kraft shall pay for Projects
performed by Supplier at Kraft
’
s request in accordance with the applicable Supplement.
4.6.2
Project Proposals
. To the extent required under this Agreement, the applicable Supplement or the Policy and Procedures Manual,
Supplier shall prepare a Project proposal that conforms with the requirements for New Services proposals in accordance with
Section 11.5.1 prior to beginning such Project. Kraft may accept or reject such Project proposal in its sole discretion. The hours
expended by Supplier in preparing proposals or plans or reporting on the status of such Projects shall be included in the Monthly Base
Charges and shall not be counted as FTE Services. If there is significant growth in the monthly number of Project proposals or plans
requested by Kraft as compared to the monthly number of Project proposals and plans typically prepared by Kraft prior to the
Effective Date, the Parties agree to meet and develop an equitable solution.
4.6.3
Additional Work or Reprioritization
. In addition to the FTEs provided for in accordance with
Section 4.6.1
, the Kraft Contract
Manager or his or her designee may identify new or additional work activities to be performed by Supplier Personnel (including work
activities that would otherwise be treated as New Services) or reprioritize or reset the schedule for existing work activities to be
performed by such Supplier Personnel. Unless otherwise agreed, Kraft shall incur no additional charges for the performance of such
work activities by Supplier Personnel to the extent then assigned to Kraft. Supplier shall use commercially reasonable efforts to
perform such work activities without impacting the established schedule for other tasks or the performance of the Services in
accordance with the Service Levels. If after using such efforts it is not possible to avoid such an impact, Supplier shall notify Kraft of
the anticipated impact and obtain its consent prior to proceeding with such work activities. Kraft, in its sole discretion, may forego or
delay such work activities or temporarily adjust the work to be performed by Supplier, the schedules associated therewith or the
Service Levels to permit the performance by Supplier of such work activities. The foregoing shall not be interpreted to and is not
intended to diminish Supplier’s right to reduce the resource assigned to Kraft, so long as such reduction is not in contravention of its
obligations hereunder, and does not require that Supplier Personnel work longer hours than normally required of full time FTEs.
4.6.4
Baselining Non
-
Billable Project Work
.
4.6.4.1 A “ Non-Billable Project ” is a discrete unit of non-recurring project work initiated by Kraft 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 Non-
Billable Project performance), and (iii) unless otherwise provided
in the applicable Supplement, that requires less than [ * * * ] of a Supplier Personnel’s effort to complete. The Parties
acknowledge that Non-Billable Projects will not include the effort required of Supplier to meet its obligations under this
Agreement, including performing activities such as: (i) System maintenance activities, including the correction of security
deficiencies and flaws (ii) maintenance and continuous improvement in Service Levels, (iii) Technological Evolution
(except as otherwise provided in
Section 9.17.1
), including technology refresh requirements