Mondelez 2012 Annual Report Download - page 175

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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6.1.2
Kraft Facilities
. Kraft shall provide Supplier with the use of and access to the Kraft Facilities (or equivalent space) described in
Schedule 7.1 for the periods specified therein solely as necessary for Supplier to perform its obligations under this Agreement. All
Kraft owned or leased assets provided for the use of Supplier under this Agreement shall remain in Kraft Facilities unless Kraft
otherwise agrees. In addition, all improvements or modifications to Kraft Facilities requested by Supplier shall be (i) subject to review
and approval in advance by Kraft, (ii) in strict compliance with Kraft’s then-current policies, standards, rules and procedures, and
(iii) performed by and through Kraft at Supplier’
s expense. THE KRAFT FACILITIES ARE PROVIDED BY KRAFT TO SUPPLIER
ON AN AS-IS, WHERE-IS BASIS. KRAFT EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO
THE KRAFT FACILITIES, OR THEIR CONDITION OR SUITABILITY FOR USE BY SUPPLIER.
6.1.3
Office Space, Furniture, Fixtures and Equipment
. At the Kraft Facilities described in
Schedule 7.1
, Kraft shall provide office
space and office furniture for the number of Supplier Personnel and for such periods specified in Schedule 7.1 . Except as otherwise
provided in Schedule 7.1 or to the extent Supplier agrees otherwise, the office space and office furniture provided by Kraft for the use
of Supplier Personnel will be office space and office furniture that reasonably meets Supplier Personnel’s requirements, provides
reasonably acceptable working conditions, is equivalent to office space and office furniture provided by Kraft to other contractors
performing information technology or similar services at the same Kraft Facility, except to the extent Supplier provides lesser quality
office space and office furniture to its own similarly situated employees. In the case of Transitioned Employees only, for the first two
Contract Years, such office space shall be located in such part of the Kraft Facility as is generally made available to similarly situated
Kraft employees, except to the extent Supplier provides lesser quality office space and office furniture to its own similarly situated
employees. Supplier shall be financially responsible for providing all other office space, office furniture and fixtures needed by
Supplier or Supplier Personnel (including Transitioned Employees) to provide the Services, and for all upgrades, replacements and
additions to such office furniture or fixtures; provided that any such office furniture and fixtures in Kraft Facilities must meet Kraft’s
then-current standards and procured by Kraft on Supplier’s behalf, but only with Supplier’s prior written consent to the terms of the
procurement; and provided further that Supplier shall use commercially reasonable efforts to purchase and use surplus Kraft furniture
and fixtures to the extent available and where to be used by Supplier within Kraft Facilities. Supplier Personnel using the office
facilities provided by Kraft will be accorded reasonable access to the communications wiring in such facilities (including fiber, copper
and wall jacks, subject to Section 6.1.4 ) and the use of certain shared office equipment and services, such as photocopiers, local and
long distance telephone service for Kraft-related calls, telephone handsets, mail service, office support service (e.g., janitorial), heat,
light, and air conditioning; provided that such access and usage shall be solely for and in connection with the provision of Services by
such Supplier Personnel; and provided further that Supplier shall reimburse Kraft for the additional incremental costs incurred by Kraft
or the Eligible Recipients if and to the extent Supplier’
s technology solution, service delivery model and/or inefficiency cause its usage
or consumption of such resources to exceed historical levels. Supplier shall be responsible for providing all other office related
equipment and services needed by Supplier or Supplier Personnel at such Kraft Facilities to provide the Services, and for upgrades,
improvements, replacements and additions to such equipment or services.