Mondelez 2012 Annual Report Download - page 219

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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9.10.9.3
Audit Requirements
. Supplier shall permit Kraft to participate in the planning of each SSAE Audit described in
Section 9.10.9.2 , confer with Kraft as to the scope and timing of each such audit and accommodate Kraft’s requirements
and concerns to the extent practicable. Unless otherwise agreed by the Parties, each SSAE Audit described in
Section 9.10.9.2 shall be designed and conducted by an independent public accounting firm approved by Kraft to facilitate
periodic compliance reporting by Kraft and the Eligible Recipients under the Sarbanes-Oxley Act of 2002 (and
implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company
Accounting Oversight Board) and comparable Laws in other jurisdictions. To the extent the resulting audit report is
relevant to Kraft and/or the Eligible Recipients, Supplier shall provide a copy of such report to Kraft and its independent
auditors for review and comment as soon as reasonably practicable and in all events within 60 days of completion. Supplier
shall respond to such report in accordance with
Section 9.10.7
.
9.10.10
Information
-
Technology Support
. Supplier shall provide all information-technology support reasonably related to the Services and
required for Kraft and the Eligible Recipients to meet all of the requirements imposed by applicable Laws, including the Sarbanes-
Oxley Act of 2002, and to meet Kraft’s and the Eligible Recipients’ audit-compliance requirements, as such requirements may evolve
from time to time, and which requirements may be more stringent than regulatory requirements imposed by applicable Laws.
Notwithstanding the foregoing, Kraft is solely responsible for providing Supplier in writing Kraft policies and procedures with regard
to finance and accounting standards and other regulatory and applicable law requirements, including without limitation those related to
the Sarbanes-Oxley Act of 2002. Kraft shall retain responsibility for the interpretation of applicable laws, rules, and regulations in
order to determine Kraft’s requirements for compliance. Kraft acknowledges that Supplier's compliance with Kraft’s changes in such
Laws or audit compliance requirements could result in Supplier performing New Services pursuant to
Section 11.5
.
9.10.11
Audit Costs
. [ * * * ] and its [ * * * ] and suppliers shall provide the [ * * * ] described in [ * * * ] at [ * * * ] to [ * * * ], except as
otherwise provided in [ * * * ].
9.11
Agency and Disbursements.
9.11.1
Disbursements
. Beginning on the Commencement Date, Supplier shall make payments to certain lessors, licensors and vendors as
paying agent of Kraft or the Eligible Recipients, or shall reimburse Kraft for payments made by Kraft or the Eligible Recipients to
such lessors, licensors and vendors, if and to the extent such payments relate or to Third Party Contracts, Equipment leases or Third
Party Software licenses as to which Supplier is financially responsible, but which have not been formally transferred to Supplier.
9.11.2 Limited Agency. Kraft hereby appoints Supplier as its limited agent during the Term solely for the purposes of and to the extent
required for the administration of and payment of Pass-Through Expenses, amounts under Managed Third Party Contracts and
Managed Telecom Transport Agreements, and amounts under Third Party Contracts, Equipment leases and Third Party Software
licenses for which Supplier is financially responsible under
Schedules 11.1
,
12.1
or