Mondelez 2012 Annual Report Download - page 201

Supplier Personnel, for a period of [ * * * ] immediately following the termination of his or her involvement in the provision of such
Services without Kraft’
s prior written consent, and (b) each Critical Affected Personnel (who is not a Key Supplier Personnel and not a
contractor), for a period of [ * * * ] immediately following the termination of his or her involvement in the provision of such Services
without Kraft’s prior written consent.
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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8.8.5
Supplier Personnel
. Supplier shall comply with applicable Laws with respect to verifying the authorization of Supplier Personnel to
work in any country in which they are assigned to perform Services. To the extent allowed by applicable laws and to the extent of
consistency with market practice, for newly-hired Supplier employees (which does not include Transitioned Employees), Supplier
shall perform or have performed a background check, drug test and credit test on all Supplier Personnel assigned to work hereunder,
provided that, if a satisfactory background check was completed in connection with the hiring of such Supplier Personnel, it need not
be repeated. Supplier Personnel who do not meet Supplier
’
s hiring criteria shall not be assigned to work hereunder.
8.9
Conduct of Supplier Personnel.
8.9.1
Conduct and Compliance
. While at Kraft Sites or Kraft Facilities, Supplier Personnel shall (i) comply with the Kraft Rules and other
rules and regulations regarding personal and professional conduct, including Kraft Labor Policies listed in Schedule 17.5 , generally
applicable to personnel at such Kraft Sites (and communicated to Supplier in writing or by any other means generally used by Kraft to
disseminate such information to its employees or contractors), (ii) comply with reasonable requests of Kraft or the Eligible Recipients
personnel pertaining to personal and professional conduct, (iii) attend workplace training offered by Kraft and/or the Eligible
Recipients at Kraft’s request, and (iv) otherwise conduct themselves in a businesslike and professional manner. Provided Supplier has
received reasonable notice from Kraft, Supplier shall ensure that any Supplier Personnel who provide Services at the applicable Kraft
Site shall have passed background screening and drug testing to the extent such screening or testing is generally required of third party
service providers performing work in such Kraft Sites for comparable periods of time, provided such requirement is permitted by
applicable Law.
8.9.2
Identification of Supplier Personnel
. All Supplier Personnel shall clearly identify themselves as Supplier Personnel and not as
employees of Kraft and/or the Eligible Recipients. This shall include any and all communications, whether oral, written or electronic.
Each Supplier Personnel shall wear a badge indicating that he or she is employed by Supplier or its Subcontractors when at a Kraft
Site or Facility. Supplier personnel will be required to display a Kraft badge while at a Kraft Facility or Kraft Site, such badge will be
clearly marked with the words “Contractor,” on the front of the badge in an offsetting color to the badge background, to indicate that
the Supplier personnel are not employees of Kraft or an Eligible Recipient.
8.9.3
Restriction on Marketing Activity
. Except for marketing representatives designated in writing by Supplier to Kraft, none of the
Supplier Personnel shall conduct any marketing activities to Kraft or Eligible Recipient employees at Kraft Facilities or sites
(including marketing of any New Services), other than, subject to Section 13.3 , reporting potential marketing opportunities to
Supplier
’
s designated marketing representatives.