Mondelez 2012 Annual Report Download - page 220

12.3 or the applicable Supplement. Kraft shall appoint Supplier as its limited agent during the Term for other purposes as and to the
extent it becomes necessary in order for Supplier to perform its responsibilities under this Agreement. At Supplier’s request, Kraft
shall provide additional authorizations reasonably required to enable Supplier to fulfill its responsibilities hereunder in connection with
such contracts, agreements and licenses. Kraft shall provide, on a timely basis, such affirmation of Supplier’
s authority to such lessors,
licensors, suppliers and other third parties as Supplier may reasonably 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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9.11.3
Reimbursement for Substitute Payment
. If either Party in error pays to a third party an amount for which the other Party is
responsible under this Agreement, the Party that is responsible for such payment shall promptly reimburse the paying Party for such
amount.
9.11.4 Notice of Decommissioning . Supplier agrees to notify Kraft promptly if and to the extent any Kraft or Eligible Recipient owned
Equipment or Kraft or Eligible Recipient leased Equipment will no longer be used to provide the Services. The notification will
include the identification of the Equipment, and the date it will no longer be needed by Supplier, along with the reason for
decommissioning. Upon receipt of any such notice, Kraft may (or may cause the applicable Eligible Recipient to), in its sole
discretion, terminate the Equipment lease for such leased Equipment as of the date specified in such notice and sell or otherwise
dispose of or redeploy such Kraft or Eligible Recipient owned Equipment that is the subject of such a notice as of the date specified in
such notice. Upon Supplier ceasing to use any Equipment (or, in the case of leased Equipment, upon the last day Kraft or Eligible
Recipient is obligated to make such leased Equipment available to Supplier, if earlier), Supplier shall return the same to Kraft, the
Eligible Recipients and/or their designee(s) in condition at least as good as the condition thereof on the date Supplier took possession
or control thereof, ordinary wear and tear excepted. Supplier shall, at Supplier’s expense, deliver such Equipment to the location
designated by Kraft, the Eligible Recipients and/or their designee(s).
9.11.5
Telecom Transport Services
. To the extent necessary to provide the Services, Kraft hereby appoints Supplier as its limited agent
during the Term solely for the purpose of negotiating, executing and administering one or more agreements with third party telecom
transport providers with whom Supplier is legally incapable of contracting directly (collectively, “ Managed Telecom Transport
Providers ”); provided, that Supplier shall obtain Kraft’s prior written consent to any such agency agreement. Supplier shall notify
Kraft of changes that must be made to cause the terms and conditions of such agreements with Managed Telecom Transport Providers
(“ Managed Telecom Transport Agreements ”) to be consistent in all material respects with the terms and conditions of this
Agreement, and, at Kraft’s request, assist Kraft in making those changes. Supplier shall manage each Managed Telecom Transport
Provider as a managed third party pursuant to
Section 6.6
.
9.12
Subcontractors
.
9.12.1
Use of Subcontractors
. Prior to entering into a subcontract with a third party, or otherwise adding an existing Supplier subcontractor,
for any portion of the Services that does not qualify as a Shared Subcontractor in accordance with Section 9.12.3 , Supplier shall (i) at
Kraft’s request, provide Kraft with a detailed description of the scope and material terms (other than pricing and other terms not
pertinent to Kraft) of the proposed subcontract, including the duration of the contract, termination rights, obligations for which Kraft
would be liable in the event Kraft elects to terminate this Agreement for convenience, and other information Kraft may reasonably