Mondelez 2012 Annual Report Download - page 231

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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11.1.2
No Additional Charges
. Kraft shall not pay any Charges for the Services other than those set forth in this Agreement. Any costs
incurred by Supplier prior to the Effective Date are included in the Charges as set forth in the applicable Supplement and are not to be
separately paid or reimbursed by Kraft.
11.1.3
Incidental Expenses
. Supplier acknowledges that, except as expressly provided otherwise in this Agreement, expenses that Supplier
incurs in performing the Services (including management, travel and lodging, document reproduction and shipping, desktop
Equipment and other office Equipment required by Supplier Personnel, and long-distance telephone) are included in Supplier’s
charges and rates set forth in this Agreement. Accordingly, such Supplier expenses are not separately reimbursable by Kraft unless
Kraft has agreed in advance and in writing to reimburse Supplier for the expense.
11.1.4 No Charge for Reperformance . At no additional expense to Kraft, Supplier shall reperform (including any required backup or
restoration of data from scheduled backups or, if not available on such backups, restoration by other means with Kraft’s reasonable
cooperation) any Services that result in incorrect outputs due to an error or breach by Supplier, and the resources required for such
performance shall not be counted in calculating the Charges payable or resources utilized by Kraft hereunder.
11.1.5
Charges for Contract Changes
. Unless otherwise agreed from time to time, and except as noted in the applicable Supplement,
changes in the Services (including changes in Kraft Standards, Strategic Plans, Technology Plans, business processes, Software,
Equipment and Systems) and changes in the rights or obligations of the Parties under this Agreement (collectively, “ Contract
Changes ”) shall result in changes in the applicable Charges only if and to the extent (i) the Agreement expressly provides for a
change in the Supplier Charges in such circumstances; (ii) the agreed-upon Charges or pricing methodology expressly provides for a
price change in such circumstances (for example, the applicable Supplement specifies the number of FTEs or hours of coverage to be
provided for the quoted price, or defines a Resource Baseline for the Resource Unit in question with ARCs and RRCs for increased or
decreased usage); or (iii) the Contract Change meets the definition of New Services for purposes of Section 11.5 and additional
Charges are applicable in accordance therewith.
11.1.6
Eligible Recipient Services
.
11.1.6.1 Eligible Recipients . Supplier shall provide the Services to Eligible Recipients designated by Kraft. To the extent a
designated Eligible Recipient will receive less than all of the Services, Kraft shall identify the categories of Services to be
provided by Supplier to such Eligible Recipient.
11.1.6.2
New Eligible Recipients
. From time to time Kraft may request that Supplier provide Services to Eligible Recipients not
previously receiving such Services. Except as provided in Section 11.5 or otherwise agreed by the Parties, such Services
shall be performed in accordance with the terms, conditions and prices (excluding any non-recurring transition or start-up
activities specific to such Eligible Recipients) then applicable to the provisions of the same Services to existing Eligible
Recipients.