Mondelez 2012 Annual Report Download - page 228

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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9.17.8
Software Implementation and Refresh
. Supplier shall be fully responsible for the implementation of new or changed Software,
tools and methodologies with respect to and consistent with the then current scope of Supplier’s Services as set forth in the applicable
Supplement and elsewhere in this Agreement, and consistent with the allocation of financial and operational responsibilities set forth
in the applicable Supplement, in the ordinary course of Technological Evolution. Supplier shall (i) refresh Software in accordance with
Section 9.7 of this Agreement and the Technology Plan; and (ii) provide training to Kraft staff regarding the use of any new or
changed Software, tools and methodologies. Kraft shall have the right to waive refresh of Software, tools or methodologies under its
control. If Kraft does waive refresh of Software, tools or methodologies under its control, Supplier will work with Kraft to assess and
address any impact on Supplier’s support costs. 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 Software, tools or methodologies refresh but only if: (i) Supplier notifies Kraft 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 of Software, tools or methodologies refresh.
9.17.9
Included in
[ * * * ]. [ * * * ] and [ * * * ] shall be included in the [ * * * ] and [ * * * ] shall deploy, implement and support [ * * * ]
and [ * * * ] throughout [ * * * ]. [ * * * ] shall be financially responsible for the [ * * * ] of implementing [ * * * ] and [ * * * ] to the
extent such implementation involves categories of [ * * * ] as to which responsibility is allocated to [ * * * ]. The performance of
projects required to implement [ * * * ] also shall be included within the [ * * * ]. Kraft shall [ * * * ] sums for implementation only if
and to the extent (i) the [ * * * ] or [ * * * ] meets the [ * * * ], or (ii) [ * * * ] requests accelerated implementation of the [ * * * ] or [ *
* * ] (i.e., more rapidly than previously contemplated in the [ * * * ] or established [ * * * ]), and in each case, only if and to the extent
additional [ * * * ] and [ * * * ] are required to implement the [ * * * ] or [ * * * ] in the desired [ * * * ].
9.18 Retained Systems and Business Processes
.
9.18.1
No Adverse Effect
. Supplier shall not, by any act or omission, adversely affect or alter the functionality, interoperability,
performance, accuracy, speed, responsiveness, quality, cost or resource efficiency of Kraft’
s Retained Systems and Business Processes
without the prior consent of Kraft. Nor shall Supplier, by any act or omission, require changes to Kraft’s Retained Systems and
Business Processes, including associated business processes, applications, systems, software, utilities, tools or equipment, without the
prior consent of Kraft.
9.18.2
Interface
. Supplier shall ensure that the processes, Systems, Software and Equipment used by Supplier to provide the Services will
interface and integrate with the Retained Systems and Business Processes.
9.18.3
Keep Informed
. Supplier shall inform itself and maintain up to date knowledge about all aspects of the existing and future Retained
Systems and Business Processes related to the Services, provided Supplier is given reasonable access to, and notice of changes
affecting, such systems and business processes.