Mondelez 2012 Annual Report Download - page 232

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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11.1.6.3
Election Procedure
. In the event of a transaction described in
clause (c)
or
(d)
within the definition of Eligible
Recipient in Schedule 1 , Kraft may elect, on behalf of the Eligible Recipient in question, either (i) that such Eligible
Recipient shall continue to obtain Services in some or all of the Services or Tower subject to and in accordance with the
terms and conditions of this Agreement for the remainder of the Term, (ii) that the Entity shall obtain some or all of the
Services under a separate agreement between Supplier and such Entity containing the same terms and conditions as this
Agreement or (iii) that the Term shall be terminated as to such Eligible Recipient with respect to some or all Services as of
a specified date, subject to its receipt of Termination Assistance Services pursuant to Section 4.4 . If the Services are
provided under a separate agreement, Kraft shall have no obligation to pay any fees in relation to the Services provided to
such Entity. To the extent that such Entity obtains only a portion of the Services within a Tower or less than all of the
related Cross Functional Services required to support the selected Services, Supplier will promptly notify Kraft if it
believes the Service Levels and the pricing for the partial services may have to be modified to take account of Supplier’s
diminished control of the Service Levels and any change in Supplier cost structure for providing the partial set of Services.
In such event, Supplier and Kraft will in good faith promptly negotiate any Service Level or pricing adjustments required.
Except as provided in a Supplement, in addition, if in connection with such a transaction, Kraft specifically requests that
Supplier enter into a separate agreement with the Entity, and that Supplier separate its systems and/or delivery organization
for such Entity from that of the remainder of Kraft and the Eligible Recipients, then, in addition to any Charges for Projects
approved by Kraft for such activity (including Projects to implement new network and security requirements) and changes
in costs resulting from changes in locations and System architecture, Supplier may increase its Monthly Base Charges in
the aggregate by an amount equal to the additional costs Supplier will incur in complying with Kraft's request. Except as
provided in a Supplement, Services provided to such Entity pursuant to clause (i) of this Section shall be included in the
calculation of Service volumes, if any, under this Agreement (as allocated by Kraft). Except as provided in a Supplement,
Services provided to such Entity pursuant to clause (ii) of this Section shall be excluded when determining any
Termination Charges payable as a result of termination for convenience.
11.2 Pass-Through Expenses
.
11.2.1 Procedures and Payment . Supplier shall administer Pass-Through Expenses identified in the applicable Supplement as follows.
Unless otherwise agreed by the Parties, Kraft shall pay all Pass-
Through Expenses directly to the applicable vendors following review,
validation and approval of such Pass-Through Expenses by Supplier. Where the applicable information was provided to Supplier,
Supplier shall review taxes, surcharges and user fees for reasonableness on a periodic basis, however Kraft acknowledges that Supplier
will have no obligation to verify the accuracy of any taxes, surcharges or usage fees. No new Pass-Through Expenses may be added
without Kraft
’
s prior consent. Before submitting an invoice to Kraft for any Pass
-
Through