Mondelez 2012 Annual Report Download - page 214

meeting any affected Service Levels due to Kraft’s decision not to install such Release, but only if (i) Supplier notifies Kraft that not
installing the Release will impact Supplier's ability to meet a Service Level; (ii) Supplier identifies and considers all reasonable
alternatives available to address and avoid the impending performance failure; and (iii) Supplier uses commercially reasonable efforts
to meet such Service Levels notwithstanding Kraft’s rejection of the Release. Where specified by Kraft, Supplier shall not install new
Software releases or make other Software changes until Kraft has completed and provided formal signoff on successful user
acceptance testing. Supplier shall not install new Software releases or make other Software changes if doing so would require Kraft or
the Eligible Recipients to install new releases of, replace, or make other changes to Applications Software or other Software for which
Kraft is financially responsible unless Kraft consents to such change. Supplier shall install, operate and support multiple versions of
the same Software as and to the extent directed to do so by Kraft.
Supplier (i) shall provide Kraft (and its third party vendors) with network configuration data to the extent relevant to Kraft's and the Eligible
Recipients use of the network supported by Supplier; and (ii) hereby grants to Kraft (and its third party vendors) the unlimited right to use such
data in connection with businesses of Kraft and the Eligible Recipients.
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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9.7.4
Updates by Kraft
. Kraft and the Eligible Recipients shall have the right, but not the obligation, to install new releases of, replace, or
make other changes to Applications Software or other Software for which Kraft is financially responsible under this Agreement.
9.8
Network Configuration Data
.
9.9
Access to Specialized Supplier Skills and Resources; [***] Regarding [***].
9.9.1
Specialized Services.
Upon Kraft’s request, Supplier shall provide Kraft and the Eligible Recipients with prompt access to Supplier’s
specialized services, personnel and resources pertaining to information technology standards, processes and procedures and associated
software, equipment and systems on an expedited basis taking into account the relevant circumstances (the “ Specialized Services ”).
The Parties acknowledge that the provision of such Specialized Services may, in some cases, constitute New Services for which
Supplier is entitled to additional compensation, but in no event shall Supplier be entitled to any additional compensation for New
Services under this subsection unless the Kraft Contract Manager and Supplier Account Executive, or their authorized designee,
expressly agree upon such additional compensation or Supplier’s entitlement to additional compensation is established through the
dispute resolution process.
9.9.2 [ * * * ] Regarding [ * * * ] . If [ * * * ] authorizes [ * * * ] to proceed but the Parties disagree as to whether the [ * * * ] constitutes
[ * * * ], [ * * * ] shall proceed with [ * * * ] to the extent that [ * * * ] that (a) [ * * * ] reasonably believes is [ * * * ] to [ * * * ] or [ *
* * ] (e.g., [ * * * ] that if not [ * * * ] could [ * * * ] provision of [ * * * ]), or (b) if [ * * * ] does not reasonably believe [ * * * ] is [ *
* * ] to [ * * * ], and [ * * * ] (i) can be performed by [ * * * ] without requiring it to [ * * * ], or (ii) if it requires [ * * * ] use of a [ * *
* ], such [ * * * ] is within the [ * * * ] performing [ * * * ]. If [ * * * ] is required to proceed with the [ * * * ] pursuant to the above,
the [ * * * ] shall be submitted to [ * * * ] pursuant to [ * * * ]. In that event, the Parties agree to expedite the [ * * * ]. For all other
requests not meeting the conditions in clauses (a) or (b) above, [ * * * ] may elect to not [ * * * ] on such [ * * * ] until the Parties
agree on the key terms and conditions for [ * * * ], including the scope and pricing [ * * * ].