Mondelez 2012 Annual Report Download - page 172

Supplier shall provide the following Services related to Entities acquired or divested by Kraft.
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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and Software currency requirements; (iv) changes required to comply with all Supplier Laws; (v) “run the business”
changes of type periodically performed by Kraft Personnel prior to the Effective Date (or by Supplier Personnel if Supplier
was performing such Services prior to the Effective Date); and (vi) compliance with the Kraft Standards as of the Effective
Date. A Non
-
Billable Project may consist of or include work that would otherwise be treated as New Services.
4.6.4.2 The Supplier Personnel assigned to perform Non-Billable Projects shall possess the training, education, experience,
competence and skill to perform such work. Supplier shall maintain appropriate continuity of personnel assigned to
perform Non-Billable Projects. Except as provided in this Section 4.6.4 , Non-Billable Project Work will be performed by
Supplier as part of the Monthly Base Charges.
4.6.4.3
Reserved.
4.6.4.4
Reserved.
4.6.4.5
Reserved.
4.6.4.6 If, during any calendar quarter during the Term, Supplier is requested to perform a significant number of Non-Billable
Projects over or under the agreed baseline, then through the governance process described in Schedule 6 , the Parties will
meet and agree on appropriate adjustments, including working with Kraft to reduce the number of Non-Billable Projects,
adjusting priorities of Supplier's then existing personnel, or adding or decreasing the FTEs to handle the increased or
reduced number of Non-Billable Projects, or some other approach as the governance committee may determine is
appropriate.
4.6.5
Reserved
4.7
Acquisition and Divestiture Services.
4.7.1
Acquisition and New Entity Support.
With respect to a potential acquisition by Kraft, or formation by Kraft of a new Affiliate,
partnership, joint venture or other Entity that may become an Eligible Recipient, upon Kraft’s request, Supplier will provide support
(including assessments of the current technology environments to be acquired, potential integration approaches, and the potential net
economic impact of the acquisition in connection with the Services) as reasonably necessary to assist Kraft’
s assessment of the portion
of the acquisition or new Entity to which the Services will relate and subsequently provide the Services as they apply to such Entity on
the terms and conditions of this Agreement, including Section 11.5 , if and to the extent that the Services as they apply to such Entity
satisfy the definition of New Services. Such support will be provided within the timeframe reasonably requested by Kraft or as
required by the timing of the acquisition or formation of such Entity.
4.7.2
Migration of Systems and Business Processes.
As requested by Kraft and as they relate to the Services, Supplier will migrate the
business processes, systems, applications and data of such Entity to the Kraft environment on the terms and conditions of this
Agreement, including Section 11.5 , if and to the extent that the Services as they apply to such Entity satisfy the definition of New
Services.