Mondelez 2012 Annual Report Download - page 181

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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Supplier’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this
Agreement or the applicable Supplement or the completion of Termination Assistance Services to permit Kraft, the Eligible Recipients
and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or
contract with Kraft, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price.
Kraft consents to the specific exceptions set forth in the applicable Supplement with respect to the corresponding Third Party
Contracts described in that Schedule.
6.4.4
Evaluation of Third Party Software, Equipment
. In addition to its obligations under
Section 6.4.1
and
6.4.2
and in order to
facilitate Kraft’s control of architecture, standards and plans pursuant to Section 9.5 , Supplier shall use commercially reasonable
efforts to evaluate any Third Party Software and Equipment selected by or for Kraft or an Eligible Recipient to determine whether
such Software and Equipment will adversely affect Kraft’s environment, Kraft’s ability to interface with and use the Software,
Equipment and Systems and/or Supplier’s ability to provide the Services. Supplier shall develop and provide such an evaluation to
Kraft within 15 days of its receipt of Kraft’s request and receipt of the Software or Equipment Supplier is being asked to evaluate;
provided that (i) Supplier shall use commercially reasonable efforts to respond more quickly in the case of a pressing business need or
an emergency situation, and (ii) if the complexity of the evaluation would make it impractical to complete the evaluation within 15
days, Supplier shall promptly notify and confer with Kraft regarding the time Supplier will reasonably require to complete the
evaluation.
6.4.5 Kraft Provided Equipment
.
6.4.5.1
Provision
. Kraft shall provide Supplier with the use of the Kraft owned and leased Equipment identified on
Schedule 10
(collectively, the “ Kraft Provided Equipment ”) for the periods specified in such Schedule solely for and in connection
with the provision of the Services. THE KRAFT PROVIDED EQUIPMENT IS PROVIDED BY KRAFT TO SUPPLIER
ON AN AS-IS, WHERE-IS BASIS. KRAFT EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR
IMPLIED, AS TO THE KRAFT PROVIDED EQUIPMENT, OR ITS CONDITION OR SUITABILITY FOR USE BY
SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the foregoing, Kraft will pass
through to Supplier any representations and warranties for such Equipment provided by the vendors and manufacturer that
Kraft is able to pass through without additional cost to Kraft.
6.4.5.2
Upgrades
. If and to the extent Supplier upgrades (including adding components or features or otherwise modifying) any
Kraft Provided Equipment, Supplier will retain ownership of such upgrade until the earlier of (i) the date Supplier has fully
expensed or amortized such upgrade; or (ii) the date Supplier ceases to use the upgraded Equipment to provide the Services
(whether due to refresh, decline in resource requirements or any other reason), at which time Supplier shall be deemed to
have hereby automatically transferred title and ownership of such upgrade to Kraft or the applicable Eligible Recipient that
owns the corresponding Kraft Provided Equipment. Supplier shall take any and all actions necessary,