Mondelez 2012 Annual Report Download - page 237

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.
88
11.4.11
Where Kraft is required by the Laws of any foreign tax jurisdiction to withhold income or other similar taxes from a payment, the
amount payable by Kraft upon which the withholding is based shall be paid to Supplier net of such withholding. Kraft shall pay any
such withholding to the applicable tax authority and timely provide Supplier with applicable documentation, certificates of
withholding, or receipts necessary for Supplier to claim the withholding taxes from the applicable Taxing Authority. If after 60 days of
receipt of such documentation by Kraft from the taxing authority, Kraft has not supplied Supplier with the required certificates of
withholding, documentation or receipts, then Supplier shall invoice Kraft or the applicable Eligible Recipient for such withholding
taxes and Kraft or such Eligible Recipient shall either pay to Supplier an amount equal to such withholding or provide the required
certificates of withholding, documentation or receipts within 60 days after Kraft’s or such Eligible Recipient’
s receipt of an invoice for
such amounts from Supplier. In the event that Supplier does not agree with any particular withholding Supplier shall request, and Kraft
or such Eligible Recipient shall provide, a reasonable explanation for such withholding. If, after receipt of such reasonable
explanation, Supplier still disputes the withholding, Supplier may use the dispute resolution provisions in Article 19 to resolve such
dispute.
11.5
New Services.
11.5.1
Procedures
.
11.5.1.1 New Services Proposals. If Kraft requests that Supplier perform any New Services reasonably related to the Services or
other services generally provided by Supplier, Supplier shall promptly prepare a New Services proposal for Kraft’s
consideration. Unless otherwise agreed by the Parties, Supplier shall prepare such New Services proposal [ * * * ] and shall
deliver such proposal to Kraft within 10 days of its receipt of Kraft’s request; provided, that (a) Supplier shall use all
commercially reasonable efforts to respond more quickly in the case of a pressing business need or an emergency situation;
and (b) Supplier shall promptly notify Kraft if the complexity of the requested New Services makes it impractical for the
Supplier to provide a proposal within 10 days, in which case Supplier shall promptly advise Kraft of the time Supplier will
require, and shall provide such proposal as soon as reasonably practicable. Kraft shall provide such information as Supplier
reasonably requests in order to prepare such New Service proposal. Such New Services proposal shall include, among
other things, the following at a level of detail sufficient to permit Kraft to make an informed business decision: (i) a project
plan and fixed price or price estimate for the New Service; (ii) a breakdown of such price or estimate, (iii) a description of
the service levels to be associated with such New Service, (iv) a schedule for commencing and completing the New
Service, (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service,
(vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide
the New Service, (vii) any additional facilities or labor resources to be provided by Kraft or the Eligible Recipients in
connection with the proposed New Service, and (viii) in the case of any Developed Materials to be created through the
provision of the proposed New Services, any ownership rights therein that differ from the provisions of
Section 14.2
.