Mondelez 2012 Annual Report Download - page 203

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.
54
8.12
Application of Acquired Rights Directive and Similar Laws.
Each Party agrees to comply fully with its legal obligations under the
EU Acquired Rights Directive and similar applicable Laws if and where applicable to the transfer of Affected Personnel to Supplier’s
or Supplier’s Affiliate’s employment, including (without limitation) its obligations regarding consultation and the giving of
information.
8.13
Reserved.
8.14
Directed Employees
. Kraft shall make available to Supplier for use in Supplier’
s performance of Services the employees of Kraft and
its Affiliates listed on the applicable Supplement (so long as they remain employees with Kraft or its Affiliates and are not unavailable
due to reasons beyond Kraft’s reasonable control) for the period commencing on the Commencement Date and extending through the
date specified for each such employee on the applicable Supplement (such period with respect to each such employee, the “ Directed
Employee Period ” and each such employee during such respective period, a “ Directed Employee ”). Supplier shall provide
direction to Kraft management personnel who will instruct Directed Employees to perform activities in connection with Supplier’s
performance of the Services in a manner consistent with the technical direction provided by Supplier. Supplier shall not have authority
to fire, impose discipline or otherwise to take personnel related actions with respect to the Directed Employees. The Parties agree that
no employer and employee relationship is to be created between Supplier and the Directed Employees, and that no co-employment
relationship is created nor is intended to be created, and further that no employee benefits available to employees of Supplier shall
accrue to the Directed Employees during the period such employees are employed by Kraft or its Affiliates. Supplier will at all times
exercise its right to provide Kraft management with technical direction regarding the activities of the Directed Employee in accordance
with Kraft’
s policies, and in consultation, as necessary, with the Kraft Contract Manager or his/her designee. In respect of the Directed
Employees, Supplier shall not be responsible for implementing and administering Kraft human resources policies, practices or
procedures, including without limitation those addressing hiring, compensation, promotions, transfers, terminations, employment
related complaints, or general career development and performance management. Deficient performance by any Directed Employee
while performing a function under Supplier’s direction shall not constitute a failure by Kraft to perform any of its obligations under
this Agreement, and, except as provided in the last sentence of this Section 8.14 , shall not excuse Supplier from any of its obligations
under this Agreement. Other terms applicable to the Directed Employees shall otherwise be as provided in the applicable Supplement.
Supplier shall be excused for a Directed Employee’s failure to perform as directed by Supplier if Supplier has notified Kraft in writing
of such failure and Kraft has not thereafter caused the Directed Employee to promptly correct such failure.
9. SUPPLIER RESPONSIBILITIES.
9.1
Policy and Procedures Manual.
9.1.1
Content
. As part of the Services, and at no additional cost, Supplier shall provide to Kraft and the Eligible Recipients a manual
describing the policies and procedures that will govern the provision of the Services, including the content required by Schedule 21.1
and those policies and procedures of Kraft and the Eligible Recipients that Kraft may designate from time to time (the “ Policy and
Procedures Manual
”
).