Mondelez 2012 Annual Report Download - page 183

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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delegatee, shall be financially and operationally responsible for all obligations arising on or after the applicable Commencement Date
under such Third Party Software license, Equipment Lease or Third Party Contract as Kraft’s agent pursuant to Section 9.11.2 .
Supplier shall use commercially reasonable efforts to satisfy the consent, notice or other prerequisites to assignment and, upon
Supplier doing so, the Third Party Software license, Equipment Lease or Third Party Contract shall immediately be assigned and
transferred to and assumed by Supplier.
6.5.3
Non
-
Assignable Items
. If, after using commercially reasonable efforts for a reasonable period of time but not longer than 90 days
after the Commencement Date, Supplier cannot assign a Third Party Software license, Equipment Lease or Third Party Contract
without breaching its terms or otherwise adversely affecting the rights or obligations of Kraft or Supplier thereunder, the Parties shall
take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of
the allocation of responsibilities intended to be effected by this Agreement.
6.5.4
Modification and Substitution
. Supplier may terminate, shorten, modify or extend the Third Party Software licenses, Equipment
Leases and Third Party Contracts for which Supplier is financially responsible under the applicable Supplement and, subject to
Section 9.12 , may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise
disclosed by Supplier and agreed to by Kraft, such change(s) (i) shall not constitute a breach of any obligation of Kraft or the Eligible
Recipients under such Software licenses, Equipment Leases or Third Party Contracts, (ii) shall not result in additional financial
obligations, financial or operational risk or Losses to Kraft or the Eligible Recipients, (iii) shall not result in any increase to Kraft or
the Eligible Recipients in the cost of receiving the Services, and (iv) if assumable by Kraft or the Eligible Recipients, shall not provide
for less favorable terms, conditions or prices for Kraft, the Eligible Recipients and/or their designee(s) following the expiration or
termination of the Term or any applicable Service than would otherwise be applicable to Supplier (except for terms, conditions or
prices available to Supplier because of its volume purchases). Supplier’s rights under the immediate preceding sentence are
conditioned upon Supplier paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable
vendor associated with such action and indemnifying Kraft and the Eligible Recipients against any such charges, Losses or other
amounts associated therewith. Notwithstanding anything to the contrary herein, Supplier shall not terminate, shorten or modify without
Kraft’s prior written consent any license for Third Party Software either created exclusively for Kraft or the Eligible Recipients or
otherwise not commercially available. Supplier shall reimburse Kraft and the Eligible Recipient(s) for any termination charges,
cancellation charges, or other amounts paid by them at Supplier
’
s direction in connection with obtaining any such modification.
6.6 Managed Third Parties.
6.6.1
Responsibility.
6.6.1.1 Supplier shall cause Managed Third Parties to perform in accordance with this Agreement, including Service Levels set
forth in the applicable Supplement, and comply with all applicable duties and obligations imposed on Supplier under this
Agreement, except that: