Mondelez 2012 Annual Report Download - page 213

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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9.6.7
Planning and Tracking
. On a monthly basis, Supplier will prepare a rolling quarterly “look ahead”
schedule for ongoing and planned
changes for the next three months. The status of changes will be monitored and tracked by Supplier against the applicable schedule.
9.6.8
Comparisons
. For any change, Supplier shall, upon Kraft’s request, 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.
9.7
Software Currency
.
9.7.1
Currency of Software
. Subject to and in accordance with
Sections 6.4
,
9.5
,
9.6
,
9.7.3
and the applicable Supplement, Supplier will
maintain reasonable currency, in compliance at least with the currency requirements set forth in the applicable Supplement (including
the subsidiary schedules to the applicable Supplement), for Software for which it is financially responsible under this Agreement and
to provide maintenance and support for new releases and versions of Software for which it is operationally responsible. At Kraft’s
direction, Supplier shall operate multiple releases or versions of Software, [ * * * ], consistent with Supplier's obligations under the
applicable Supplement. Supplier shall use commercially reasonable efforts to support Software that is beyond the support requirements
of the applicable Supplement . In addition, unless otherwise directed by Kraft, Supplier shall keep Software within release levels
supported by the appropriate third party vendor to ensure compatibility with other Software or Equipment components of the Systems
and of Kraft’s Retained Systems and Business Processes. For purposes of this Section, “ reasonable currency ” shall mean that,
unless otherwise directed by Kraft, (i) Supplier shall maintain Software within one Major Release of the then current Major Release,
unless otherwise specified in the applicable Supplement, and (ii) Supplier shall install Minor Releases promptly or earlier, if requested
by Kraft.
9.7.2 Evaluation and Testing . Prior to installing a new Major Release or Minor Release, Supplier shall evaluate and test such Release to
verify that it will perform in accordance with this Agreement and the Kraft Standards and Strategic Plans and that it will not
(i) increase Kraft’s total cost of receiving the Services; (ii) require material changes to Kraft’s or the Eligible Recipient’s business,
facilities, systems, software or equipment; (iii) adversely impact the functionality, interoperability, performance, accuracy, speed,
responsiveness, quality or resource efficiency of the Services; or (iv) violate or be inconsistent with Kraft Standards or Strategic Plans
or applicable Laws. The evaluation and testing performed by Supplier shall be at least consistent with the reasonable and accepted
industry norms applicable to the performance of such Services and shall be at least as rigorous and comprehensive as the evaluation
and testing usually performed by highly qualified service providers under such circumstances.
9.7.3
Approval by Kraft
. Notwithstanding
Section 9.7.1
, Supplier shall confer with Kraft prior to installing any Major Release or Minor
Release, shall provide Kraft with the results of its testing and evaluation of such Release and a detailed implementation plan and shall
not install such Release if directed not to do so by Kraft; provided that Supplier will be provided relief from