Mondelez 2012 Annual Report Download - page 178

During the Term and solely for the purpose of conducting audits, and reviews of the Services and other work directly related to the Services,
Supplier will provide to Kraft at no charge (i) reasonable access to and use of Supplier Facilities from which the Services are being performed,
and (ii) access to reasonable work/conference space at such Supplier Facilities, for the conduct of Kraft’s business pertaining to the Services. All
such access shall be in compliance with Supplier’s security rules and procedures communicated in advance and applicable to other parties
visiting Supplier’s facility.
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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6.1.10
Conditions for Return
. When the Kraft Facilities are no longer to be used by Supplier as contemplated by
Section 6.1.2
or are
otherwise no longer required for performance of the Services, Supplier shall notify Kraft as soon as practicable and shall vacate and
return such Kraft Facilities (including any improvements to such facilities made by or at the request of Supplier) to Kraft in
substantially the same condition as when such facilities were first provided to Supplier, subject to reasonable wear and tear.
6.1.11
No Violation of Laws
. Supplier shall (i) treat, use and maintain the Kraft Facilities in a reasonable manner, and (ii) ensure that neither
Supplier nor any of its Subcontractors commits, and use commercially reasonable efforts to ensure that no business visitor or invitee
commits, any act in violation of any Laws in such Supplier occupied Kraft Facility or any act in violation of Kraft’s insurance policies
or in breach of Kraft’
s obligations under the applicable real estate leases in such Supplier occupied Kraft Facilities (in each case, to the
extent Supplier has received notice of such insurance policies or real estate leases or should reasonably be expected to know of such
obligations or limitations). Such commercially reasonable efforts include, by way of example, providing the visitor or invitee with
notice of any requirements regarding such facilities that are not common or self-evident; accompanying visitors and invitees while in
Kraft facilities; and exercising appropriate oversight over such visitors and invitees activities while in Kraft facilities.
6.2 Use of Supplier Facilities.
6.3
Kraft Rules/Employee Safety.
6.3.1
Kraft Rules and Compliance
. In performing the Services and using the Kraft Facilities, Supplier shall observe and comply with all
Kraft policies, rules and regulations applicable to Kraft Facilities or the provision of the Services which have been communicated to
Supplier or Supplier Personnel in advance by such means as are generally used by Kraft to disseminate such information to its
employees or contractors, including those set forth on Schedule 17.3 and those applicable to specific Kraft Sites (collectively, “ Kraft
Rules ”). The Parties acknowledge and agree that, as of the Commencement Date, Supplier is fully informed as to the Kraft Rules,
both through due diligence and its hiring of the Transitioned Employees. Supplier shall be responsible for the promulgation and
distribution of Kraft Rules to Supplier Personnel as and to the extent necessary and appropriate. Additions or modifications to the
Kraft Rules may be (i) communicated orally by Kraft or an Eligible Recipient directly to Supplier or Supplier Personnel, (ii) disclosed
to Supplier and Supplier Personnel in writing, (iii) conspicuously posted at a Kraft Facility, (iv) electronically posted, or
(v) communicated to Supplier or Supplier Personnel by means generally used by Kraft to disseminate such information to its
employees or contractors. Supplier and Supplier Personnel shall observe and comply with such additional or modified Kraft Rules. If
Supplier believes that any new or modified Kraft Rule negatively impacts Supplier’s ability to provide the Services, or meet the
Service Levels, Supplier shall notify Kraft and Kraft and Supplier will meet to discuss appropriate workarounds.