Mondelez 2012 Annual Report Download - page 225

Kraft and Supplier shall cooperate fully in efforts to prevent and cure unauthorized use of the Services by expeditiously informing each other of
suspected abuse and, when known, the identity of the responsible individuals. Supplier shall advise Kraft regarding methods to minimize Kraft’s
and the Eligible Recipients’ exposure to misuse and abuse of Kraft’s and the Eligible Recipients’ service that results from
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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9.15.4
Detariff
. If, at any time during the Term, an Applicable Regulatory Authority with jurisdiction over a material portion of the Services,
pursuant to a final order that is not subject to further appeal, alters the rules or regulations applicable to Supplier, its Subcontractors
and/or Managed Telecom Transport Providers or the Services in a manner that requires or permits Supplier, its Subcontractors and/or
Managed Telecom Transport Providers to detariff all or any material portion of the Services, Supplier shall, shall cause its
Subcontractors and use commercially reasonable efforts to cause Managed Telecom Transport Providers to, promptly detariff (and
withdraw any tariff, tariff option or other regulatory submission specifically relating to) such Services or the affected portions thereof.
9.15.5
Tariff Copy and Revision
. Supplier shall make a copy of its, its Subcontractors’ and/or Managed Telecom Transport Providers’
filed
tariffs available to Kraft for Kraft’s review and inspection and shall, in accordance with Supplier’s, its Subcontractors’ and/or
Managed Telecom Transport Providers’ standard tariff update service, provide Kraft with a copy of all amendments to the tariffs
related to this Agreement when such amendments are filed with the appropriate regulatory authority. In addition, Supplier shall
provide a draft of any of its tariff revisions that substantively adversely affect Kraft’s rights and obligations under this Agreement at
least 10 days before such revisions are filed with the Applicable Regulatory Authority, where feasible. Supplier shall use commercially
reasonable efforts to cause its Subcontractors, and use commercially reasonable efforts to cause Managed Telecom Transport
Providers to, make no revisions to a tariff or a tariff option that materially and adversely affect Kraft’s rights hereunder without
obtaining Kraft
’
s prior written consent.
9.15.6
Division of Agreement
. If, at any time during the Term, an Applicable Regulatory Authority with jurisdiction over a material portion
of the Services determines that it is unlawful for Supplier, its Subcontractors and/or Managed Telecom Transport Providers to provide
both regulated and non-
regulated Services under a single agreement, the Parties agree to execute a separate agreement under which the
non-regulated services will be provided and, except as otherwise agreed by the Parties or required by applicable Laws, the terms and
conditions applicable to such non
-
regulated Services shall be identical in all non
-
material respects to those provided herein.
9.15.7
Adverse Law
. If, at any time during the Term, an Applicable Regulatory Authority with jurisdiction over a material portion of the
Services promulgates or passes a Law that adversely affects Supplier’s or its Subcontractors’ ability to offer the Services under the
terms and conditions set forth herein, to the extent permitted by applicable law Supplier shall provide service to Kraft and the Eligible
Recipients under other arrangements with rates, terms and conditions no less favorable to Kraft and the Eligible Recipients than those
set forth in this Agreement. If any such Law shall require the enhancement or improvement of a Service provided under this
Agreement, Supplier shall not, and shall use commercially reasonable efforts to cause its Subcontractors not to, resist same and shall
improve or enhance such Service as required.
9.16
Unauthorized Use.