Mondelez 2012 Annual Report Download - page 209

be provided, operated, managed, supported and/or used by Supplier in connection therewith (collectively, the “ Kraft Standards ”).
As of the Effective Date, the Kraft Standards include the standards set forth on Schedule 8 . Supplier also shall assist Kraft on an
annual basis or otherwise as requested by Kraft in preparing Strategic Plans and short-term implementation plans. The assistance to be
provided by Supplier shall include: (i) active participation with Kraft representatives on permanent and ad-hoc committees and
working groups addressing such issues; (ii) assessments of the then-current Kraft Standards at a level of detail sufficient to permit
Kraft to make informed business decisions; (iii) analyses of the appropriate direction for such Kraft Standards in light of business
priorities, business strategies, competitive market forces, and changes in technology; (iv) the provision of information to Kraft
regarding Supplier’s technology, business processes and telecommunications strategies for its own business that Supplier generally
makes available to its customers; and (v) recommendations regarding standards, processes, procedures and controls and associated
technology architectures, standards, products and systems. With respect to each recommendation, Supplier shall provide the following
at a level of detail sufficient to permit Kraft to make an informed business decision: (i) the projected cost to Kraft and the Eligible
Recipients and cost/benefit analyses; (ii) the changes, if any, in the personnel and other resources Supplier, Kraft and/or the Eligible
Recipients will require to operate and support the changed environment; (iii) the resulting impact on the total costs of Kraft and the
Eligible Recipients; (iv) the expected performance, quality, responsiveness, efficiency, reliability, security risks and other service
levels; and (v) general plans and projected time schedules for development and implementation. Any assistance provided by [ * * * ]
under [ * * * ] or [ * * * ], [ * * * ], or [ * * * ] (except as otherwise provided in [ * * * ]) shall be at no [ * * * ] beyond the [ * * * ]
specified in [ * * * ] for the Services, unless an [ * * * ] has been approved by [ * * * ].
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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9.5.2
Supplier Familiarity with Kraft Standards
. Supplier is fully informed as to the Kraft Standards as of the Commencement Date,
including through due diligence and its hiring of the Transitioned Employees, to the extent such Kraft Standards have been made
available to Supplier. Supplier shall be responsible for including in the applicable Policy and Procedures Manual in accordance with
Section 9.1 the Kraft Standards delivered to Supplier in writing prior to the Effective Date and indicated as such. Additions, deletions
or modifications to the Kraft Standards shall be communicated in writing by Kraft to Supplier.
9.5.3
Kraft Authority and Supplier Compliance
. Kraft shall have final authority to promulgate Kraft Standards and Strategic Plans and to
modify or grant waivers from such Kraft Standards and Strategic Plans. Supplier shall (i) comply with and implement the Kraft
Standards and Strategic Plans in providing the Services, (ii) work with Kraft to enforce the Kraft Standards and Strategic Plans,
(iii) modify the Services as and to the extent necessary and to a schedule to conform to such Kraft Standards and Strategic Plans, and
(iv) obtain Kraft’s prior written approval for any deviations from such Kraft Standards and Strategic Plans. Notwithstanding the
requirements in this Agreement regarding Supplier’s compliance with the Kraft Standards, Kraft acknowledges that Supplier’s shared
service Systems, which Supplier uses to provide services to both Kraft and Supplier’s other customers, will not be required to be in
compliance with the Kraft Standards, provided that such Systems must still meet the requirements set forth in Sections 13.2 and
15.11.1
, and must otherwise be sufficient to enable Supplier to meet its other obligations under this Agreement.
9.5.4
Financial, Forecasting and Budgeting Support
. To support Kraft’s forecasting and budgeting processes, Supplier shall provide the
following processes information regarding the costs to be incurred by Kraft and/or the Eligible Recipients in connection with the
Services and the