Mondelez 2012 Annual Report Download - page 186

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.
37
6.8.2
Taxes.
The Acquired Assets Credit is exclusive of all taxes. Supplier shall be responsible for, and shall pay, or provide evidence of
exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets. Kraft
and Supplier intend that Article 5 of the Sixth Council Directive 77/388/EEC of May 17, 1977, as implemented in the relevant
jurisdiction, and similar applicable Laws will apply to the conveyance of the Acquired Assets pursuant to this Agreement in those
jurisdictions in which such Laws apply and agree to use all reasonable endeavors to secure that the conveyance is treated neither as a
supply of goods nor a supply of services. If, nevertheless, any Service Taxes are chargeable in respect of any supply in connection
with the conveyance of the Acquired Assets pursuant to this Agreement, then Supplier shall forthwith pay or procure the payment to
Kraft of an amount equal to any such tax in respect of the conveyance of the Acquired Assets (in addition to the consideration or any
other sum payable to Kraft) subject to the production of a valid tax invoice in respect of such conveyance, and shall indemnify Kraft
for any fines, penalties or interest imposed by any Tax Authority arising out of the treatment by Kraft and Supplier of such
conveyance. Supplier warrants to Kraft that Supplier is registered for any Service Tax or will be registered for such tax with effect
from a date not later than the Commencement Date and shall, on or before that date, provide Kraft with proof of such registration
reasonably satisfactory to Kraft. Supplier warrants to Kraft that the Acquired Assets are to be used by Supplier in carrying on the same
kind of business as that carried on by Kraft and Supplier will after the Commencement Date continue to carry on such business. In
relation to records pertaining to Service Taxes: (i) Kraft shall on the Commencement Date deliver to Supplier all records required to be
so delivered under the applicable legislation; and (ii) Supplier shall preserve or shall procure to be preserved those records for such
period as may be required by law and during that period permit Kraft reasonable access to them to inspect or make copies of them. All
sums payable in connection with the transfer of the Acquired Assets are exclusive of Service Taxes and Supplier shall, in addition to
such sums, pay any Service Taxes properly chargeable thereon, on receipt of a
valid invoice for such Service Taxes.
7.
SERVICE LEVELS
7.1 General.
7.1.1
General Performance Standards.
Beginning on the Commencement Date, unless otherwise provided in the applicable Supplement
or for the Deferred Countries, such later date as Supplier assumes responsibility for providing Services in those Deferred Countries,
Supplier shall perform the Services at levels of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency that
are at least equal to those received by Kraft or the Eligible Recipients 12 months prior to such date. In addition, for those Services for
which there are no Service Levels, Supplier shall perform such Services at levels of accuracy, quality, completeness, timeliness,
responsiveness, resource efficiency and productivity that are equal to or higher than the accepted industry standards of first tier
providers of such business process and outsourcing services. This Section 7.1.1 shall not be deemed to supersede the Service Levels
specified in the applicable Supplement.
7.1.2
Service Level Performance Standards
. Beginning on the dates specified in the applicable Supplement, Supplier shall perform the
Services so as to meet or exceed the Service Levels, as set forth in the applicable Supplement.