Mondelez 2012 Annual Report Download - page 212

Eligible Recipients of operating, maintaining or supporting any impacted business process or associated Software, Equipment, System,
Services or Materials, and (iv) subject to Section 9.6.8 , any increase in Resource Unit usage resulting from such change.
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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9.6.3
Kraft Approval
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Cost, Adverse Impact
. Supplier shall make no change which will (i) increase Kraft’s total cost of receiving the
Services; (ii) require material changes to, or have an adverse impact on, Kraft’s or an Eligible Recipient’s business, operations,
facilities, business processes, systems, software, utilities, tools or equipment (including those provided, managed, operated, supported
and/or used on their behalf by Kraft Third Party Contractors); (iii) require Kraft or the Eligible Recipients, at their expense, to install a
new version, release, upgrade of, or replacement for, any Software or Equipment or to modify any Software or Equipment; (iv) have a
material adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource
efficiency of the Services; (v) have an adverse impact on any Applications run by Kraft or the Eligible Recipients; (vi) have an adverse
impact on Supplier’s ability to adequately deliver the Services; (vii) have an adverse impact on the cost, either actual or planned, to
Kraft of terminating all or any part of the Services or exercising its right to in-source or use third parties; (viii) have an adverse impact
on Kraft’s or an Eligible Recipient's environment (including its flexibility to deal with future changes, interoperability and its
stability); (ix) introduce new technology to Kraft’s or an Eligible Recipient’s environment or business, to the extent that such
introduction has or may have an impact on Kraft’s or an Eligible Recipient’s environment; (x) have an adverse impact on the
functionality, interoperability, performance, accuracy, speed, responsiveness, quality, cost or resource efficiency of Kraft’s Retained
Systems and Business Processes; or (xi) violate or be inconsistent with Kraft Standards or Strategic Plans as specified in Section 9.5 ,
without first obtaining Kraft’s approval, which approval Kraft may withhold in its sole discretion. If Supplier desires to make such a
change, it shall provide to Kraft a written proposal describing in detail the extent to which the desired change may affect the
functionality, performance, price or resource efficiency of the Services and any benefits, savings or risks to Kraft or the Eligible
Recipients associated with such change.
9.6.4 Information for Exercise of Strategic Authority . In order to facilitate Kraft’s strategic control pursuant to Section 9.5 , Supplier
will provide Kraft with such information as Kraft shall reasonably require prior to making any proposed change. Such information
shall include, at a minimum, a description of the proposed rights of Kraft and the Eligible Recipients with respect to ownership and
licensing (including any related restrictions) relating to such Software, Equipment or other technology or Materials. Such description
shall include the license fees, maintenance fees and/or purchase or lease terms (if any) for use of such Software, Equipment or other
technology or Materials by Kraft, the Eligible Recipients and their respective third party contractors upon termination or expiration of
the Term and any limitations or conditions on such use.
9.6.5
Temporary Emergency Changes
. Notwithstanding the foregoing, Supplier may make temporary changes required by an emergency
if it has been unable to contact the Kraft Contract Manager or his or her designee to obtain approval after making reasonable efforts.
Supplier shall document and report such emergency changes to Kraft not later than the next business day after the change is made.
Such changes shall not be implemented on a permanent basis unless and until approved by Kraft.
9.6.6
Implementation of Changes
. Supplier will schedule and implement all changes so as not to (i) disrupt or adversely impact the
business or operations of Kraft or the Eligible Recipients, (ii) degrade the Services then being received by them, or (iii) interfere with
their ability to obtain the full benefit of the Services.