Mondelez 2012 Annual Report Download - page 235

The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement shall be as follows:
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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11.3.7
Except as expressly agreed in writing by Kraft, Supplier represents and warrants that Supplier will only procure such products and
services for Kraft with manufacturers and/or vendors with whom Supplier has an arm’s-
length relationship. Supplier will fully disclose
to Kraft and obtain Kraft’s prior written approval prior to procuring any products or services for Kraft from any manufacturer and/or
vendor in whom Supplier has an ownership interest, affiliation, referral or marketing agreement, or any other similar relationship.
Supplier will fully disclose to Kraft any affiliation it may have with such manufacturers and/or vendors.
11.4
Taxes
.
11.4.1
Income Taxes
. Each Party shall be responsible for its own Income Taxes.
11.4.2 Sales, Use and Property Taxes
. Each Party shall be responsible for any sales, lease, use, personal property, stamp, duty or other such
taxes on Equipment, Software or property it owns or leases from a third party, including any lease assigned pursuant to this
Agreement, and/or for which it is financially responsible under this Agreement.
11.4.3
[Intentionally left blank]
11.4.4
Taxes on Goods or Services Used by Supplier
. Supplier shall be responsible for all sales, service, value-added, lease, use, personal
property, excise, consumption, and other taxes and duties payable by Supplier on any goods or services used and consumed by
Supplier in providing the Services (including services obtained from Subcontractors) where the tax is imposed on Supplier’s
acquisition of such goods or services and the amount of tax is measured by Supplier’s costs in acquiring or procuring such goods or
services and not by Kraft
’
s cost of acquiring such goods or services from Supplier.
11.4.5 Service Taxes . Unless Kraft provides Supplier with a valid and applicable exemption certificate there shall be added to any Charges
under the applicable Supplement, or a separate billing for, and Kraft will be financially responsible for and shall pay or reimburse
Supplier for any and all Service Taxes however designated, assessed, imposed or levied on or against either Party on the provision of
the Services as a whole, or on any particular Service received by Kraft or the Eligible Recipients, provided however, where required
by applicable local tax Laws, Charges shall be increased to include the applicable Service Taxes. If new or higher Service Taxes
thereafter become applicable to the Services as a result of either Party moving all or part of its operations to a different jurisdiction
(e.g., Kraft opening a new office, Supplier relocating performance of Services to a shared service center or assigning this Agreement to
an Affiliate), the Party initiating such move shall be financially responsible for such new or higher Service Taxes. [ * * * ] will provide
[ * * * ] with advice and assistance from [ * * * ] to assist [ * * * ] in analyzing and minimizing [ * * * ] obligations for [ * * * ] related
to [ * * * ].
11.4.6 Telecommunication Surcharges or User Fees . To the extent Kraft is responsible under the applicable Supplement for
telecommunication surcharges or user fees and related telecommunication taxes imposed by government authorities and associated
with the Services and the allocation of such fees, taxes or surcharges is within Supplier’s or its Subcontractors’ discretion, Supplier
and its Subcontractors shall act fairly and equitably in allocating such fees, taxes and surcharges to Kraft, and Kraft and the Eligible
Recipients shall not receive more than a proportionate share of such fees, taxes and surcharges; it being understood that Supplier will
not be deemed to have such discretion on allocation where the surcharge, tax or user fee is directed