Mondelez 2012 Annual Report Download - page 221

request; (ii) give Kraft reasonable prior notice of the subcontract, specifying the components of the Services affected, the scope of the
proposed subcontract, the identity and qualifications of the proposed Subcontractor, and the reasons for subcontracting the work in
question, the location of the Subcontractor facilities from which the Services will be provided, the extent to which the subcontract will
be dedicated, and the Subcontractor’s willingness to grant the rights described in Section 6.4.3 upon expiration or termination; and
(iii) obtain Kraft’s prior written approval of such Subcontractor. Kraft's approval of a Subcontractor shall not be deemed in any way to
relieve Supplier from its obligations to perform the Services being performed by the Subcontractor on Supplier's behalf. Supplier’s
agreements for Supplier’s provision of commodity Equipment that Supplier is required to supply as part of the Services (i.e., not on a
cost-reimbursement or Pass-Through Expense basis) shall not constitute subcontracts that are subject to Kraft’s approval under this
Section 9.12 , provided that such contracts do not include the provision of any Services and do not affect any right, liability or
obligation of Kraft during or after the Term.
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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9.12.2
Right to Revoke Approval
. Kraft also shall have the right during the Term to revoke its prior approval of a Subcontractor and direct
Supplier to replace such Subcontractor as soon as possible if the Subcontractor’s performance is materially deficient or if there are
other reasonable grounds for removal. Supplier shall have a reasonable opportunity to investigate Kraft’s concerns, correct the
Subcontractor’s deficient performance and provide Kraft with a written action plan to assure that such deficient performance will not
recur. If Kraft is not reasonably satisfied with the Supplier’s efforts to correct the Subcontractor’s deficient performance and/or to
ensure its non-recurrence, the Supplier shall, as soon as possible, remove and replace such Subcontractor. Supplier shall continue to
perform its obligations under the Agreement, notwithstanding the removal of the Subcontractor. If Kraft requests the removal of the
Subcontractor because the Subcontractor’s performance is materially deficient or because of the Subcontractor’s failure to comply
with its obligations in this Agreement, such removal shall be at no additional cost to Kraft. If Kraft requests the removal of the
Subcontractor for other reasons, then Kraft will be responsible for the net amount of (i) any termination or cancellation costs Supplier
reasonably incurs with respect to removing such Subcontractor, and (ii) the differential between the cost of the replacement
Subcontractor to Supplier as compared to the cost of the removed Subcontractor, provided that Supplier has (a) notified Kraft of such
costs before Kraft’s final decision, and (b) Supplier uses commercially reasonable efforts to minimize such costs. Kraft shall have no
responsibility under this Section 9.12.2 for any termination charges, cancellation fees, or other costs that Supplier may incur to the
extent the removal of a Subcontractor results from changes in the volume or scope of Services, recognizing that such changes will be
subject to the pricing set forth in the applicable Supplement.
9.12.3
Shared Subcontractors
. Supplier may, in the ordinary course of business, enter into subcontracts related to Kraft (A) for [ * * * ],
and (B) with a total estimated value of less than [ * * * ] (i) for [ * * * ] and not for [ * * * ], (ii) for [ * * * ] that are not [ * * * ] and
that do not [ * * * ] with [ * * * ] personnel or the [ * * * ] at [ * * * ], (iii) with [ * * * ] for [ * * * ], or (iv) for [ * * * ] specialists
who Supplier engages on a [ * * * ] to address [ * * * ] (collectively, “ Shared Subcontractors ”); provided, that such Shared
Subcontractors possess the training and experience, competence and skill to perform the work in a skilled and professional manner.
Supplier shall not be required to obtain Kraft’s prior approval of Shared Subcontractors. If, however, Kraft expresses dissatisfaction
with the services of a Shared Subcontractor, Supplier shall work in good faith to resolve Kraft’s concerns on a mutually acceptable
basis and, at Kraft request, replace such Shared Subcontractor at no additional cost to Kraft.