Mondelez 2012 Annual Report Download - page 236

specifically at Kraft. In addition, in the event any such fee, tax or surcharge for which Kraft or an Eligible Recipient is responsible is
subsequently reduced or vacated by the appropriate regulatory authority or court of competent jurisdiction, then where the Parties
agree and at Kraft’s expense, Supplier shall use commercially reasonable efforts to obtain on behalf of Kraft a refund of any
overpayment of such fee or surcharge by Kraft or the Eligible Recipient.
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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11.4.7
Notice of New Taxes and Charges
. Supplier shall promptly notify Kraft when it becomes aware of any new taxes or other charges
(including changes to existing taxes or charges) to be passed through and/or collected by Kraft under this Section.
11.4.8
Efforts to Minimize Taxes
. The Parties agree to cooperate fully with each other to enable each to more accurately determine its own
tax liability and to minimize such liability to the extent legally permissible. Supplier’s invoices shall separately state the Charges that
are subject to taxation and the amount of taxes included therein. Supplier shall be responsible for any unrecovered Service Taxes that
Kraft is required to pay as a result of Supplier’
s failure to provide invoices (or corrected invoices, to the extent they can enable Kraft to
avoid the tax payment obligation) in such format. Each Party will provide and make available to the other any resale certificates,
information regarding out-of-state or out-of-country sales or use of equipment, materials or services, and other exemption certificates
or information reasonably requested by either Party. At Kraft’s reasonable request, Supplier shall provide Kraft with (i) an annual
written certification signed by an authorized representative of Supplier, and, if required more frequently than annually, other evidence
confirming that Supplier has filed all required tax forms and returns required in connection with any Service Taxes collected from
Kraft, and has collected and remitted all applicable Service Taxes, and (ii) such other information pertaining to applicable Taxes as
Kraft may reasonably request.
11.4.9
Tax Audits or Proceedings
. Each Party shall promptly notify the other Party of, and coordinate with the other Party, the response to
and settlement of, any claim for taxes asserted by applicable taxing authorities for which the other Party is financially responsible
hereunder. With respect to any claim arising out of a form or return signed by a Party to this Agreement, such Party will have the right
to elect to control the response to and settlement of the claim, but the other Party will have all rights to participate in the responses and
settlements to the extent of its potential responsibility or liability. Each Party also shall have the right to challenge the imposition of
any tax liability for which it is financially responsible under this Agreement or, if necessary, to direct the other Party to challenge the
imposition of any such tax liability. If either Party requests the other to challenge the imposition of any tax liability, such other Party
shall do so (unless and to the extent it assumes financial responsibility for the tax liability in question), and, the requesting Party shall
reimburse the other for all fines, penalties, interest, additions to taxes or similar liabilities imposed in connection therewith, plus the
reasonable legal, accounting and other professional fees and expenses it incurs. Each Party shall be entitled to any tax refunds or
rebates obtained with respect to the taxes for which such Party is financially responsible under this Agreement. Supplier reserves the
right to settle any and all claims, without notification to, or approval by, Kraft, provided however, that in such event, Kraft shall not be
responsible for such settled taxes, and Supplier shall reimburse Kraft to the extent Kraft had paid such taxes.
11.4.10
Tax Filings.
Each Party represents, warrants and covenants that it will file appropriate tax returns, and pay applicable taxes owed
arising from or related to the provision of the Services in applicable jurisdictions. Supplier represents, warrants and covenants that it is
registered to remit Service Taxes that it collects from Kraft.