Mondelez 2012 Annual Report Download - page 180

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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administration, operation and maintenance of such Software, Equipment, Equipment leases and Third Party Contracts; (ii) the
evaluation, procurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided
herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or
replacement Software, Equipment, Equipment leases and Third Party Contracts (including Upgrades, enhancements, new versions or
new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Software,
Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control
Procedures; (iv) the compliance with and performance of all operational, administrative and contractual obligations specified in the
applicable licenses, leases and contracts; (v) the administration and exercise as appropriate of all rights available under such licenses,
leases and contracts; and (vi) the payment of any fees, penalties, charges, interest or other expenses due and owing under or with
respect to such licenses, leases and contracts that are incurred, caused by or result from Supplier’
s failure to comply with or perform its
obligations under this Section 6.4.2 (except to the extent that such failure directly results from the acts or omissions of Kraft under
those licenses, leases or contracts in contravention of its obligations under this Agreement). Kraft agrees that, during the Term,
Supplier, in consultation with Kraft, shall direct the actions of the applicable third party vendors with respect to the leases, licenses and
Third Party Contracts for which Supplier has operational responsibility hereunder.
6.4.3
Rights Upon Expiration/Termination
. With respect to all Third Party Software licenses, Equipment leases and Third Party
Contracts for which Supplier is financially responsible under this Agreement, except for (a) product vendor specialists who Supplier
engages on a temporary basis to address urgent problems and (b) contracts for Supplier Overhead Materials, Supplier shall use
commercially reasonable efforts to (i) obtain for Kraft, the Eligible Recipients and/or their designee(s) the license, sublicense,
assignment and other rights specified in Sections 4.4.2 and 14.6 , (ii) ensure that the granting of such license, sublicense, assignment
and other rights is not subject to subsequent third party approval or the payment by Kraft, the Eligible Recipients or their designee(s)
of license, assignment or transfer fees, (iii) ensure that the terms, conditions and prices applicable to Kraft, the Eligible Recipients
and/or their designee(s) following expiration or termination of this Agreement (or any portion thereof) are no less favorable than those
otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, (iv) ensure that
neither the expiration or termination of this Agreement (or any portion thereof) nor the assignment of the license, lease or contract will
trigger less favorable terms, conditions or pricing, and (v) not replace any perpetual software licenses with subscription term licenses
or use subscription term licenses for any new Software not currently licensed by Kraft. If Supplier is unable to obtain any such rights
and assurances, it shall notify Kraft in advance and, except for those licenses, leases or Third Party Contracts made available to
Supplier by Kraft pursuant to this Agreement, shall not use such Third Party Software license, Equipment lease or Third Party
Contract without Kraft’s approval (and absent such approval, Supplier’s use of any such Third Party Software license, Equipment
lease or Third Party Contract shall obligate Supplier to obtain or arrange, at no additional cost to Kraft, for such license, sublicense,
assignment or other right for Kraft, the Eligible Recipients and their designee(s) upon expiration or termination). The exception in the
preceding sentence which permits Supplier to use licenses and contracts made available by Kraft under this Agreement shall not be
interpreted to be a consent which excuses Supplier’s obligation to obtain post-termination rights for Kraft under those licenses and
contracts, except to the extent permitted by Section 5.3 . If Kraft consents to Supplier’s use of specific Third Party Software licenses,
Equipment leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on