Mondelez 2012 Annual Report Download - page 208

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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9.4.1.4 Maintain an internal audit function to sufficiently monitor the processes and Systems used to provide the Services (i.e.,
perform audits, track control measures, communicate status to management, drive corrective action, etc.). As part of such
internal audit function, Supplier will:
9.4.1.4.1 Provide to Kraft, promptly after conducting any audit of Supplier’s or its Affiliates’ operations relating to the
Services, a summary report that (i) describes the scope of audit, (ii) identifies control weaknesses and any
adverse impacts on Kraft’s operations, and (iii) sets forth a plan for remediation for any control weaknesses or
adverse impacts that have been identified.
9.4.1.5 Conduct investigations of suspected fraudulent activities within Supplier's organization that impact or could impact Kraft
or the Eligible Recipients. Supplier shall promptly notify Kraft of any such suspected fraudulent activity and the results of
any such investigation as they relate to Kraft or the Eligible Recipients. At Supplier’s request, Kraft shall provide
reasonable assistance to Supplier in connection with any such investigation;
9.4.1.6 Comply with all applicable requirements and guidelines set forth in
Schedule 17.4
, or otherwise provided in writing by
Kraft in order to assist Kraft to meet the requirements of the Sarbanes-Oxley Act of 2002 and implementing regulations
promulgated by the United States Securities and Exchange Commission and the Public Company Accounting Oversight
Board, as well as similar Laws in other jurisdictions;
9.4.1.7 Recommend and, with Kraft’s prior approval, implement compliance measures to satisfy Sarbanes-
Oxley requirements and
similar requirements in other jurisdictions, including as described in the applicable Supplement and
Schedule 17.4
; and
9.4.1.8 Cause the policies, processes and procedures used by Supplier to interface with Kraft to provide the Services and the
reports, user interfaces, and deliverables or outputs of the Services that are made available to Kraft to be in conformance
with the generally accepted practices of the Information Technology Infrastructure Library (“ ITIL ”) by the
Commencement Date, except as otherwise required in the applicable Supplement or as otherwise agreed upon by the
Parties.
9.4.2
Supplier shall submit such processes, procedures and controls for any changes made or new functions introduced by Supplier to Kraft
for its review, comment and approval within 60 days after the Effective Date and shall use commercially reasonable efforts to finalize
such processes, procedures and controls and obtain Kraft’s final approval within 60 days after the Effective Date. Where Supplier is
required to document any processes, procedures and controls of Kraft existing as of the Effective Date, Supplier shall provide that
documentation to Kraft for its review, comment and approval within 120 days after the Effective Date. Upon Kraft’s approval, such
processes and procedures shall be included in the Policy and Procedures Manual. Prior to the approval of such processes and
procedures by Kraft, Supplier shall adhere strictly to Kraft’s then current policies procedures, and controls. No failure or inability of
the quality assurance procedures to disclose any errors or problems with the Services shall excuse Supplier’
s failure to comply with the
Service Levels and other terms of this Agreement.
9.5
Processes, Procedures, Architecture, Standards and Planning
.
9.5.1
Supplier Support
. As requested by Kraft, Supplier shall assist Kraft on an on-
going basis in defining (A) information technology and
other standards, policies, practices, processes, procedures and controls to be adhered to and enforced by Supplier in the performance of
the Services; and (B) the associated IT technologies architectures, standards, products and systems to