Mondelez 2012 Annual Report Download - page 215

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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9.10
Audit Rights.
9.10.1
Contract Records
. Supplier shall, and shall cause its Subcontractors and suppliers to, maintain complete and accurate records of and
supporting documentation for all Charges, all Kraft Data and all transactions, authorizations, changes, implementations, soft document
accesses, reports, filings, returns, analyses, procedures, controls, records, data or information created, generated, collected, processed
or stored by Supplier in the performance of it’s obligations under this Agreement (“ Contract Records ”); provided, however, that the
requirement above to cause Subcontractors and suppliers to comply shall not apply to product vendor specialists who Supplier engages
on a temporary basis to address urgent problems, to Third Party Contracts assumed from Kraft to the extent such contracts do not
cover such requirement, or vendors of Supplier Overhead Materials; it being understood that Supplier shall remain responsible for
retaining Contract Records pertaining to its transactions with such Subcontractors and suppliers. Supplier shall maintain such Contract
Records in accordance with applicable Laws, subject to Section 15.10.1 . Supplier shall retain Contract Records in accordance with
Kraft’
s record retention policy as modified from time to time and provided to Supplier in writing during the Term and any Termination
Assistance Services period and thereafter through the end of the second full calendar year after the calendar year in which Supplier
stopped performing Services (including Termination Assistance Services).
9.10.2
Operational Audits
. During the Audit Period Supplier shall, and, if and to the extent (i) appropriate in Kraft’s reasonable judgment
given the nature of the services or products being provided by them and (ii) the purpose for the audit of any Subcontractor or supplier
cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its
Subcontractors and suppliers (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier
engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such
contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to provide to
Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time,
including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually
obligated to submit to audits by such entities) access at reasonable hours, and following reasonable notice (with 30 days prior written
notice deemed to be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by
government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel, to the facilities at or from
which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the
Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and
inspections, to (i) verify the integrity of Kraft Data; (ii) examine the systems that process, store, support and transmit that data;
(iii) examine the internal controls (e.g., information technology controls, organizational controls, input/output controls, system
modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery and back-
up
practices and procedures; (iv) examine Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the
applicable Service Levels; (vi) examine Supplier’s measurement, monitoring and management tools; and (vii) enable Kraft and the
Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Sarbanes-
Oxley Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and
Public Company Accounting Oversight Board), in each case (i) through (vii) to the extent applicable to