Mondelez 2012 Annual Report Download - page 205

by Kraft, and any and all applicable Laws and Kraft’s then current policies and procedures applicable to Kraft in connection with this
Agreement until the Policy and Procedures Manual is finalized and agreed upon by the Parties. Thereafter, Supplier shall perform the
Services in accordance with the Policy and Procedures Manual. In the event of a conflict between the provisions of this Agreement and
the Policy and Procedures Manual, the provisions of this Agreement shall control unless the Parties expressly agree otherwise and such
agreement is set forth in the relevant portion of the Policy and Procedures Manual. Without limiting Supplier’s obligations under this
Section 9.1.4 and Sections 9.4 and 9.10.9 , Kraft acknowledges and agrees that it retains responsibility for its compliance with GAAP
and the Sarbanes-Oxley Act of 2002.
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.
56
9.1.5
Modification and Updating
. Supplier shall promptly modify and update the Policy and Procedures Manual monthly to reflect
changes in the operations or procedures described therein, to reflect new Supplements or other changes in the work to be performed,
and to comply with Kraft Standards, the Technology Plan and Strategic Plans as described in Section 9.5 . Supplier shall provide the
proposed changes in the manual to Kraft for review, comment and approval. To the extent such change could (i) increase Kraft’s total
costs of receiving the Services; (ii) require material changes to the facilities, systems, software or equipment of Kraft and/or the
Eligible Recipients; (iii) have an adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness,
quality or resource efficiency of the Services, or (iv) violate or be inconsistent with the Kraft Standards, the Technology Plan or
Strategic Plans, Supplier shall not implement such change without first obtaining Kraft’s approval, which Kraft may withhold in its
sole discretion.
9.1.6 Annual Review . The Parties shall meet to perform a formal annual review of the Policy and Procedures Manual on each anniversary
of the Commencement Date.
9.2 Reports.
9.2.1
Reports
. Supplier shall provide Kraft with reports pertaining to the performance of the Services and Supplier’s other obligations
under this Agreement sufficient to permit Kraft to monitor and manage Supplier’s performance (“ Reports ”). The Reports to be
provided by Supplier shall include those described in the applicable Supplement in the format and at the frequencies provided therein,
as well as those reports provided by Kraft prior to the Commencement Date for the Snack Business and those that can be provided
through ad hoc reporting capabilities in report-
generating tools. In addition, from time to time, Kraft may identify additional Reports to
be generated by Supplier and delivered to Kraft on an ad hoc or periodic basis. All Reports listed on the applicable Supplement shall
be provided to Kraft as part of the Services [ * * * ]. If Supplier can generate such additional reports using Supplier Personnel,
Systems and Software then-assigned to provide the Services without degradation of Services or Service Levels, Supplier will do so [ *
* * ]. The Reports described in the applicable Supplement and, to the extent reasonably possible, all other Reports shall be provided to
Kraft (i) by secure on-line connection in an electronic format capable of being accessed by Microsoft Office components and
downloadable by Kraft, with the information contained therein capable of being displayed graphically and accessible from a web
browser, and (ii) in traditional printed form.
9.2.2
Back
-
Up Documentation
. As part of the Services, Supplier shall provide Kraft with such documentation and other information
available to Supplier as may be reasonably requested by Kraft from time to time in order to verify the accuracy of the Reports
provided by Supplier. In addition, Supplier shall provide Kraft with all documentation and other information reasonably requested by
Kraft from time to time to verify that Supplier’s performance of the Services is in compliance with the Service Levels and this
Agreement.