Mondelez 2012 Annual Report Download - page 173

At no additional cost to Kraft, Supplier shall undertake all administrative activities necessary to obtain all Required Consents. At Supplier’s
request, Kraft will cooperate with Supplier in obtaining the Required Consents by executing appropriate Kraft-
approved written communications
and other documents prepared or provided by Supplier. In addition, in those instances where Kraft is the contracting party or licensee, Kraft will
make the initial contact with and make introductions to the applicable third parties as Supplier may reasonably request. With Kraft’s approval,
Supplier shall exercise for the benefit of Kraft and the Eligible Recipients any rights Supplier has to utilize or transfer license rights or other
applicable rights under Supplier’s existing third party licenses, leases or contracts, and the Parties shall cooperate in minimizing or eliminating
any costs associated therewith.
[ * * * ] shall pay all transfer, re-licensing or termination fees or expenses associated with obtaining any Required Consents or terminating any
licenses or agreements as to which [ * * * ] is unable to obtain such Required Consents. [ * * * ] will cooperate with [ * * * ] in good faith to
minimize such fees and expenses.
If, despite using commercially reasonable efforts, Supplier is unable to obtain a Required Consent with Kraft's reasonable cooperation, with
respect to Kraft licensed Third Party Software, Supplier shall, at Supplier’s option and with Kraft’s approval (which shall not be unreasonably
withheld), (i) replace the Kraft license for such Third Party Software with a Supplier license; (ii) replace such Third Party Software with other
Software offering equivalent features and functionality, or (iii) secure the right to manage the Kraft licensed Third Party Software on behalf of
Kraft. If, despite using commercially reasonable efforts with Kraft's reasonable cooperation, Supplier is unable to obtain a Required Consent
with respect to any other Kraft Third Party Contract, then, unless and until such Required Consent is obtained, Supplier shall manage such Third
Party Contract on Kraft’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Supplier were a party to
the agreement in Kraft’s place. If, despite using commercially reasonable efforts with Kraft's reasonable cooperation, management of such Third
Party Contract is not legally or contractually possible or Supplier is unable to obtain any other Required Consent, Supplier shall use all
commercially reasonable efforts to determine and adopt, subject to Kraft’s
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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4.7.3
Personnel Support.
As requested by Kraft, Supplier will provide personnel, at the rates set forth in the applicable Supplement or such
other rates as may be agreed upon by the Parties, to staff vacancies and to provide management for the information technology
functions needed to support such Entity, including on
-
site support at the location of such Entity.
4.7.4
Divestitures.
From time to time, Kraft may divest business units or Affiliates. In such cases, Supplier will provide transition support
services to Kraft, the divested Entity or the acquiring Entity as if such services are Termination Assistance Services. Supplier shall
provide the services described in Sections 4.7.1 through 4.7.3 and Section 11.1.6 to the divested Entity or the acquiring Entity with
respect to such divestitures as described in
Section 11.1.6
.
5.
REQUIRED CONSENTS
5.1
Supplier Responsibility.
5.2
Financial Responsibility.
5.3
Contingent Arrangements.