Mondelez 2012 Annual Report Download - page 189

If Supplier becomes aware of any failure by Supplier to comply with its obligations under this Agreement or any other situation (i) that has
impacted or reasonably could impact the maintenance of Kraft’s or any Eligible Recipient’s financial integrity or internal controls, the accuracy
of Kraft’s or any Eligible Recipient’s financial, accounting, quality, inventory, procurement or human resources records and reports or
compliance with Kraft Rules, Kraft Standards or applicable Laws, or (ii) that has had or reasonably could have any other material adverse impact
on the Services in question or the impacted business operations of Kraft or the Eligible Recipients, then, Supplier shall immediately inform Kraft
in writing of such situation and the impact or expected impact and Supplier and Kraft shall meet to formulate an action plan to minimize or
eliminate the impact of such situation.
The provisions of this Agreement that involve or impact any Transitioned Personnel shall apply only to the extent there are Transitioned
Personnel in the applicable Supplement.
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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procedures specified in the applicable Supplement in order to determine their satisfaction with Supplier’
s provision of the Services. To
the extent Supplier engages an independent third party to perform all or any part of any satisfaction survey, such third party shall be
approved in advance by Kraft. Supplier shall be responsible for all costs associated with conducting the satisfaction surveys.
7.6.2
Kraft Conducted Surveys
. In addition to the satisfaction surveys to be conducted by an independent third party pursuant to
Section 7.6.1 , Kraft may survey Authorized User satisfaction with Supplier’s performance in connection with and as part of broader
Authorized User satisfaction surveys periodically conducted by Kraft. At Kraft’s request, Supplier shall cooperate and assist Kraft
with the formulation of the survey questions, protocols and procedures and the execution and review of such surveys.
7.6.3
Survey Follow
-
up
. If the results of any satisfaction survey conducted pursuant to
Section 7.6.1
or
7.6.2
indicate that the level of
satisfaction with Supplier’s performance is less than the target level specified in the applicable Supplement, Supplier shall promptly:
(i) conduct a Root Cause Analysis as to the cause of such dissatisfaction; (ii) develop an action plan to address and improve the level
of satisfaction, provided that Kraft will be responsible for taking action where it has agreed to do so as part of such plan; (iii) present
such plan to Kraft for its review, comment and approval; and (iv) take action in accordance with the approved plan and as necessary to
improve the level of satisfaction. Kraft and Supplier shall establish a schedule for completion of a Root Cause Analysis and the
preparation and approval of the action plan which shall be reasonable and consistent with the severity and materiality of the problem;
provided, that the time for completion of such tasks shall not exceed 30 days from the date such user survey results are finalized and
reported, or such longer period as may be agreed upon by the Parties. Supplier’s action plan developed hereunder shall specify the
specific measures to be taken by Supplier and the dates by which each such action shall be completed. Following implementation of
such action plan, Supplier shall conduct follow-up surveys with the affected Kraft users and management to confirm that the cause of
any dissatisfaction has been addressed and that the level of satisfaction has improved.
7.7
Notice of Adverse Impact.
8.
PROJECT PERSONNEL
8.1
Transitioned Personnel.