Mondelez 2012 Annual Report Download - page 217

regulatory authority or customer or other party to a contract with Kraft or an Eligible Recipient exercises its right to examine or audit
Kraft’s or an Eligible Recipient’s books, records, documents or accounting practices and procedures pursuant to such Laws, rules,
regulations, standards or contract provisions, Supplier shall provide all assistance reasonably requested by Kraft or the Eligible
Recipient in responding to such audits or requests for information and shall do so in an expeditious manner to facilitate the prompt
closure of such audit or request.
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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9.10.5
General Procedures
.
9.10.5.1 Supplier shall obtain audit rights equivalent to those specified in this
Section 9.10
from all Subcontractors and will cause
such rights to extend to Kraft.
9.10.5.2
Notwithstanding the intended breadth of Kraft
’s audit rights, Kraft shall not be given access to (A) the proprietary
information of other Supplier customers, (B) Supplier locations that are not related to Kraft, the Eligible Recipients or the
Services, (C) Supplier’s internal costs, except to the extent such costs are the basis upon which Kraft is charged (e.g.,
reimbursable expenses, Out-of-Pocket Expenses, Pass-Through Expenses or cost-plus Charges) and/or are necessary to
calculate the applicable variable Charges, or (D) other Supplier Proprietary Information unrelated to the Services that Kraft
does not otherwise have a right to obtain pursuant to this Agreement.
9.10.5.3 In performing audits, Kraft shall use commercially reasonable efforts to avoid unnecessary disruption of Supplier’s
operations and unnecessary interference with Supplier’s ability to perform the Services in accordance with the Service
Levels. If Kraft elects to install audit software within Supplier's environment notwithstanding Supplier’s willingness and
ability to provide Kraft with all data Kraft has the right to access hereunder and that it requires for its audit review, Kraft
will indemnify and hold harmless Supplier from any Losses arising as a result of the installation or operation of that audit
software.
9.10.5.4 Following any audit, Kraft shall conduct (in the case of an internal audit), or request its external auditors or examiners to
conduct, an exit conference with Supplier to obtain factual concurrence with issues identified in the review.
9.10.5.5 Kraft shall be given adequate private workspace in which to perform an audit, plus access to photocopiers, telephones,
facsimile machines, computer hook
-
ups, and any other facilities or equipment needed for the performance of the audit.
9.10.5.6 In performing audits, Kraft, Eligible Recipients and their internal and external auditors, inspectors, regulators or other
representatives shall comply with Supplier’
s physical and information security procedures and shall cause external auditors
(other than government auditors) to comply with Kraft’s confidentiality obligations in Section 13.4 . External auditors
designated by Kraft shall not be direct Supplier competitors, which shall not in any case include professional accounting
organizations.
9.10.6
Supplier Internal Audit
. If Supplier determines as a result of its own internal audit that it has overcharged Kraft, then Supplier shall
promptly pay to Kraft the amount of such overcharge, together with interest from the date of Supplier’s receipt of such overcharge at
the Interest Rate.