Mondelez 2012 Annual Report Download - page 227

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.
78
9.17.4
Supplier Briefings and Technology and Business Process Audit
. Supplier shall routinely and regularly monitor and analyze
Technological Evolutions of possible interest or applicability to Kraft and the Eligible Recipients. At least semi-annually, Supplier
shall meet with Kraft to formally brief Kraft regarding such Technological Evolutions. Such briefing shall include Supplier’s
assessment of the business impact, performance improvements and cost savings associated with such Technological Evolutions.
Where requested by Kraft, Supplier shall develop and present to Kraft proposals for (i) implementing Technological Evolutions or
(ii) changing the direction of Kraft
’
s then current strategy.
9.17.5
Supplier Developed Advances
. If Supplier develops or implements technological advances in or changes to the business processes
and services and associated technologies used to provide the same or substantially similar services to other Supplier customers or
Supplier develops or implements new or enhanced processes, services, software, tools, products or methodologies to be offered to such
customers (collectively, “ New Advances ”), Supplier shall, subject to Section 11.5 and its contractual obligations to its other
customers, (i) offer Kraft the opportunity to serve as a pilot customer in connection with the implementation of such New Advances;
and (ii) if [ * * * ], offer [ * * * ] preferred [ * * * ] and the [ * * * ] to be [ * * * ] of the [ * * * ] to implement and receive the [ * * * ]
of any [ * * * ].
9.17.6
Flexibility
. Supplier shall ensure that the technologies and business process strategies it employs to provide the Services meet
industry standards and are flexible enough to allow integration with new technologies or business processes, or significant changes in
Kraft’s or an Eligible Recipient's business objectives and strategies. For example, Equipment must have sufficient scalability and be
sufficiently modular to allow integration of new technologies without the need to replace whole, or significant parts of, systems or
business processes (e.g., made to be a one-to-many model) to enable Kraft’s and/or the Eligible Recipients' business to become more
scalable and flexible.
9.17.7
Equipment Implementation and Refresh
. Supplier shall be fully responsible for the implementation of new Equipment in the
ordinary course of Technological Evolution, provided that 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. Supplier shall refresh all
Equipment in accordance with Kraft’s refresh strategies, as set out in the Technology Plan, and as necessary to provide the Services in
accordance with the Service Levels and satisfy its other obligations under this Agreement. If Supplier is aware that these strategies
differ from generally accepted practice (or there are any other areas of concern in relation to such strategies) it shall provide Kraft with
notice of that fact and, upon request, provide Kraft with further information as to how to more closely align the strategies with
generally accepted practice. Kraft shall have the right to waive refresh of Equipment under its control. If Kraft does waive refresh of
Equipment under its control, Supplier will work with Kraft to assess and address any impact on Supplier’s support costs consistent
with Section 11.2 . Supplier’s failure to meet the Service Levels shall be excused if and to the extent such failure is attributable to
Kraft’s waiver of Equipment refresh but only if: (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able,
using commercially reasonable efforts, to meet such Service Levels under such circumstances; (ii) Supplier identifies and considers
commercially reasonable alternatives available to address and avoid the impending performance failure; and (iii) Supplier uses
commercially reasonable efforts, without additional cost to Supplier, to meet such Service Levels notwithstanding Kraft’s rejection of
or insistence on waiving such Equipment refresh.