Mondelez 2012 Annual Report Download - page 179

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.
30
6.3.2
Safety and Health Compliance
. Supplier and Supplier Personnel shall familiarize themselves with the premises and operations at
each Kraft Site or Facility at or from which Services are rendered and the Kraft Rules applicable to each such Site or Facility. Supplier
and Supplier Personnel shall observe and comply with all Laws applicable to the use by it and them of each Kraft Facility or Site or
the provision of the Services, including environmental Laws and Laws regarding occupational health and safety. Supplier shall be
responsible for the compliance of Equipment, Software, Systems and Services for which it is operationally responsible with such Laws
and shall be responsible for any acts or omissions of Supplier Personnel in contravention of such Laws. Supplier and Supplier
Personnel also shall observe and comply with all Kraft Rules with respect to safety, health, security and the environment and shall take
commercially reasonable precautions to avoid injury, property damage, spills or emissions of hazardous substances, materials or waste,
and other dangers to persons, property or the environment. To the extent required by Kraft, Supplier Personnel shall receive prescribed
training prior to entering certain Kraft Sites or Facilities.
6.4
Software, Equipment and Third Party Contracts.
6.4.1
Financial Responsibility.
Supplier shall be responsible for any third party fees or expenses attributable to periods on or after the
Commencement Date that are associated with Software, Equipment, Equipment Leases and related Third Party Contracts used to
provide the Services, except those for which Kraft is financially responsible under the the applicable Supplement (i.e., not including
the sub schedules attached thereto). Kraft shall be responsible for third party fees or expenses incurred on or after the Commencement
Date that are associated with Software, Equipment, Equipment Leases and Third Party Contracts used to provide the Services for
which Kraft is financially responsible under such the applicable Supplement. Unless otherwise expressly provided, each Party also
shall be responsible for any third party fees or expenses attributable to periods on or after the Commencement Date that are associated
with new, substitute, renewal or replacement Software, Equipment, Equipment leases or Third Party Contracts (including Upgrades,
enhancements, new versions or new releases of such Software or Equipment) for which such Party is financially responsible under
such the applicable Supplement. With respect to Third Party Software licenses, Equipment Leases and Third Party Contracts that are
transferred to Supplier by Kraft or for which Supplier otherwise assumes financial responsibility under this Agreement, Supplier shall
(i) pay all amounts becoming due under such licenses, leases or contracts, and all related expenses, to the extent attributable to periods
on or after the Commencement Date in connection with which such licenses, leases and contracts are transferred to Supplier; (ii) rebate
to Kraft any prepayment of such amounts in accordance with Section 11.9.1 ; (iii) pay all modification, termination, cancellation, late
payment, renewal or other fees, penalties, charges, interest or other expenses relating to periods on or after the Commencement Date;
(iv) pay all costs associated with the transfer of such licenses, leases and contracts to Supplier, including all taxes associated with such
transfer; and (v) be responsible for curing any defaults in Supplier’s performance under such licenses, leases and contracts on or after
the Commencement Date. Kraft will remain responsible for all amounts due under such license, leases and contracts that are
attributable to periods prior to the Commencement Date.
6.4.2 Operational Responsibility
. With respect to Software, Equipment, Equipment leases and Third Party Contracts for which Supplier is
operationally responsible under Schedule 11.1 , 12.1 , or 12.3 or the applicable Supplement and any other Third Party Contracts
(excluding Third Party Contracts administered by Supplier on a pass-through basis, which are addressed in Section 11.2 ) used by
Supplier to provide the Services, Supplier shall be responsible for (i) the evaluation, procurement (i.e., performing administrative
activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support,
management,