Mondelez 2012 Annual Report Download - page 226

the operation of Kraft or Eligible Recipient-provided systems, equipment, facilities or services interconnected with Supplier’s Services. Supplier
shall provide assistance to Kraft and/or the Eligible Recipients’ upon Kraft’s request in Supplier’s efforts to minimize ongoing misuse or abuse
through timely reconfiguration and limitation of the Services. Appropriate representatives of Supplier, Kraft and Eligible Recipient shall meet at
the request of Kraft to establish appropriate operational fraud control procedures. The Parties acknowledge and agree that Supplier’s
performance of its obligations under this Section 9.16 shall be subject to and in accordance with applicable Privacy Laws.
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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9.17
Technological Evolution.
9.17.1
Obligation to Evolve
. Supplier acknowledges and agrees that its current technologies and business processes shall continue to evolve
and change over time, and at a minimum, shall remain consistent with (i) the established best practices of leading providers of
information technology and other in-scope services; (ii) the business, information technology objectives and competitive needs of
Kraft and the Eligible Recipients; and (iii) the services, functions, processes and responsibilities that are of a nature and type that
would ordinarily be performed by the organization or part of the organization performing services similar to the Services within a
company in the packaged-consumer-goods industry. Supplier acknowledges that Kraft operates in an environment characterized by
constant change that directly affects the delivery of Services. Subject to Section 9.5 , Supplier shall provide the Services using current
technologies and business processes that will enable Kraft and the Eligible Recipients to take advantage of advances in the industry
and support their efforts to maintain competitiveness in the markets in which it competes. In addition, subject to Section 9.5 , Supplier
shall make such current technologies and business processes available to Kraft to perform information technology services and other
related services and functions on behalf of itself and/or the Eligible Recipients at or from Kraft facilities. Supplier will, with Kraft’s
prior approval, use such advancements and improvements without additional charge to Kraft unless such advancements and
improvements fall within the definition of New Services. The foregoing shall not be interpreted to require Supplier to refresh
Equipment at a rate that is faster than the rate specified in the applicable Supplement for such Equipment.
9.17.2
Annual Technology and Business Process Audit
. Kraft may elect to conduct an annual technology and business process audit to
benchmark Supplier’s then-current technologies and business processes against the established best practices of leading providers of
information technology services and other in-scope outsourcing services. If any such audit reveals that the technologies and business
process then utilized by Supplier are not at the level of such established best practice, then Kraft and the Supplier will review the
results of the audit and promptly establish and implement a plan to implement identified established best practices.
9.17.3
Obligation to Propose Technological Evolutions
. Supplier shall identify and propose the implementation of Technological
Evolutions that are likely to: (i) improve the efficiency and effectiveness of the Services (including cost savings); (ii) improve the
efficiency and effectiveness of the information technology services and functions performed by or for Kraft and the Eligible Recipients
at or from Kraft Facilities; (iii) result in cost savings or revenue increases to Kraft and the Eligible Recipients in areas of their business
outside the Services; (iv) enhance the ability of Kraft and the Eligible Recipients to conduct their business and serve their customers;
and (v) achieve the objectives of Kraft and the Eligible Recipients (as described in Section 1.2 ) faster and/or more efficiently than the
then current strategies. Supplier shall regularly make recommendations to Kraft with regard to the Technology and Business Process
Evolution that Supplier sees in established best practice in the industry.