Mondelez 2012 Annual Report Download - page 223

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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9.13.3
Special Purchases Support
. Kraft’s intent is to purchase products and services from Small Disadvantaged Businesses and Small
Woman Owned Businesses (collectively “ SDBs ”) in order to satisfy its goals and comply with government procurement laws and
regulations. To help Kraft achieve its goals, Supplier agrees to establish as a goal the purchase, when commercially feasible, of
products and services from SDBs, on behalf of Kraft and/or the Eligible Recipients, in the performance of Supplier’
s obligations under
this Agreement. Supplier, as part of the Service, shall track invoice payments made to SDBs, and shall submit a quarterly summary to
Kraft with respect to such activity. The failure of Supplier to meet its goal under this Section will not be considered a material breach
of this Agreement.
9.14
Additional Telecommunications Matters
.
9.14.1 Connection . To the extent technologically and operationally compatible and permitted by applicable Laws, (including any applicable
tariffs other than tariffs filed by Supplier), the Services may be connected/interconnected by Kraft or an Eligible Recipient to other
services provided by Supplier or to services provided by Kraft or an Eligible Recipient itself or any other vendor.
9.14.2
Change of Provider
. To the extent Supplier elects to change one or more of its underlying providers of inter-
exchange facilities, such
change shall not, unless otherwise agreed, result in any interruption, diminution in service quality or increase in the Charges.
9.14.3
Compatibility
. With respect to the compatibility of the Services with Equipment for which Kraft is financially and operationally
responsible, Supplier agrees to consult with Kraft on request concerning the compatibility of Services with such Equipment including,
in the case of Equipment and related software that Kraft proposes to acquire, informing Kraft of the likely effects (if any) of the use of
such Equipment and related software on the quality, operating characteristics and efficiency of the Services and the effects (if any) of
the Services on the operating characteristics and efficiency of such Equipment and related software. Supplier further agrees to provide
all interface specifications requested by Kraft with respect to any Service.
9.14.4
Interconnections
. Without limiting Supplier’s other obligations hereunder, at Kraft’s request, Supplier shall connect new Eligible
Recipients and Authorized Users to the Kraft voice and data networks and systems as soon as practicable. If Supplier determines that
the Systems used by such new Eligible Recipients or Authorized Users are incompatible in any material respect with the Kraft
Standards or any other requirements for interconnection with the Kraft voice and data networks and systems, Supplier shall promptly
notify Kraft prior to proceeding with such connection. Kraft shall have the right to require that Supplier proceed with the
interconnection notwithstanding Supplier’s concerns regarding incompatibility. Supplier’s failure to meet the Service Levels or its
other obligations shall be excused if and to the extent such failure is attributable to the connection of such new Eligible Recipients and
Authorized Users to the Kraft voice and data networks and systems upon Kraft’s authorization, and despite Supplier’s notice that such
connection may cause such failure as a result of the reported technical incompatibility.
9.15
Applicable Authority Actions
.
9.15.1 Applicable Tariff . If Supplier, its Subcontractors and/or any Managed Telecom Transport Providers are required to file a tariff or
other regulatory submission pursuant to Section 9.15.2 , below, and the initial tariff option or regulatory submission to implement this
Agreement is not permitted to become effective by the Applicable Regulatory Authority or if any ruling, order or