Mondelez 2012 Annual Report Download - page 177

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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contractors of Kraft or the Eligible Recipients. The employee facilities in question and the extent of Supplier Personnel’
s permitted use
shall be specified in writing by Kraft and shall be subject to modification in Kraft’s sole discretion with the same advance notice, if
any, that Kraft provides its own employees. Supplier Personnel will not be permitted to use employee facilities designated by Kraft for
the exclusive use of certain Kraft or Eligible Recipient employees and will not be entitled to the provision or reimbursement of paid
parking.
6.1.9
Use of Kraft Facilities
.
6.1.9.1 Unless Supplier obtains Kraft’
s prior written agreement, which Kraft may withhold in its sole discretion, Supplier shall use
the Kraft Facilities, and the Equipment and Software located therein, only to provide the Services to Kraft and the Eligible
Recipients.
6.1.9.2 Kraft reserves the right to relocate any Kraft Facility from which the Services are then being provided by Supplier to
another geographic location; provided that, in such event, Kraft will provide Supplier with comparable office space in the
new geographic location. In such event, Kraft shall pay the applicable labor rate(s) for additional personnel reasonably
required by Supplier, for the incremental Out-of-Pocket Expenses reasonably incurred by Supplier in physically relocating
to such new geographic location, and for any additional ongoing costs incurred by Supplier that would not have been
incurred but for the required relocation; provided that such relocation is not expressly contemplated in this Agreement, and
that Supplier notifies Kraft of such additional required personnel, incremental Out-of-Pocket Expenses, and ongoing costs,
obtains Kraft’s approval prior to using such personnel or incurring such expenses and costs, and uses commercially
reasonable efforts to minimize such personnel, expenses and costs.
6.1.9.3 Kraft also reserves the right to direct Supplier to cease using all or part of the space in any Kraft Facility from which the
Services are then being provided by Supplier and to thereafter use such space for its own purposes. In such event, Kraft
shall reimburse Supplier for any reasonable incremental Out-of-Pocket Expenses incurred by Supplier in leasing required
substitute new space, and for any additional ongoing costs incurred by Supplier that would not have been incurred but for
the required relocation; provided that such relocation direction is not expressly contemplated in this Agreement and that
Supplier notifies Kraft of such additional required incremental Out-of-Pocket Expenses and ongoing costs, obtains Kraft’s
approval prior to incurring such expenses and costs, and uses commercially reasonable efforts to minimize such expenses
and costs.
6.1.9.4 In connection with any decision by Kraft to relocate any Kraft Facility or to direct Supplier to cease using any Kraft
Facility as described in Section 6.1.9.2 or 6.1.9.3 , Supplier will provide to Kraft for its review, comment, and approval, a
written plan for such relocation which shall include the cost of such plan, and any commercially reasonable alternatives for
reducing such costs, which alternatives may in some cases include limited impacts of the availability of the affected
Services.