Mondelez 2012 Annual Report Download - page 211

Services or Materials provided, operated, managed, supported or used in connection with the Services, Supplier shall comply with the
change control procedures specified in the Policy and Procedures Manual (“ Change Control Procedures ”). The Policy and
Procedures Manual shall contain a procedure that allows Kraft to exercise the approval rights in this Section and complies with the
following requirements:
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.
62
9.6.1.1
Impact Assessment
. If Supplier desires or is required to make any change, upgrade, replacement or addition that may
have an adverse impact or require changes as described in Section 9.6.3 or increase the risk of Supplier not being able to
provide the Services in accordance with this Agreement or violate or be inconsistent with Kraft Standards or Strategic
Plans, then Supplier shall prepare a written risk assessment and mitigation plan: (i) describing in detail the nature and
extent of such adverse impact or risk; (ii) describing any benefits, savings or risks to Kraft or the Eligible Recipients
associated with such change; and (iii) proposing strategies to mitigate any adverse risks or impacts associated with such
change and, after consultation and agreement with Kraft, implement the plan.
9.6.1.2
Comparison Testing
. Each time that Supplier makes a material change (more than, for instance, routine maintenance or
like for like changes in the environment) to the Software, Equipment, Systems, Services or Materials Supplier shall
perform a comparison test at a reasonable and mutually agreed level of detail to ensure the change will not have an adverse
impact on the costs, business, or environment of Kraft or an Eligible Recipient or on the functionality interoperability,
performance, accuracy, speed, legality, responsiveness, quality or resource efficiency of, the Services. In addition, at
Kraft’s request, Supplier shall perform a comparison at a reasonable and mutually agreed level of detail, between the
amount of Resource Units required to perform a representative sample of the Services being performed for Kraft and the
Eligible Recipients immediately prior to the change and immediately after the change. Kraft shall not be required to pay for
increased Resource Unit usage due to a change except to the extent that such change is requested or approved by Kraft
after notice from Supplier of such increased Resource Unit usage.
9.6.1.3 Prior to making any change or using any new (e.g., not tested in or for the Kraft environment) Software, Equipment or
System to provide the Services, Supplier shall have verified by appropriate testing that the change or item has been
properly installed, is operating in accordance with its specifications, is performing its intended functions in a reliable
manner and is compatible with and capable of operating as part of the Kraft environment. This obligation shall be in
addition to any unit testing done by Supplier as part of routine deployment or installation of Software or Equipment.
9.6.2
Financial Responsibility for Changes
. Unless otherwise set forth in this Agreement, including as specified in
Schedule 11.1
,
12.1
or 12.3 or the applicable Supplement, or approved in accordance with Section 9.6.3 or otherwise, Supplier shall bear all charges, fees
and costs associated with any change desired by Supplier, including all charges, fees and costs associated with (i) the design,
installation, implementation, testing and rollout of such change, (ii) any modification or enhancement to, or substitution for, any
impacted business process or associated Software, Equipment, System, Services or Materials, (iii) any increase in the cost to Kraft or
the