Mondelez 2012 Annual Report Download - page 239

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.
90
11.5.5
Efforts to Reduce Costs and Charges
. The Supplier will continually explore and identify opportunities to improve the Services and
reduce Kraft’s costs, and will advise Kraft management of each opportunity that is identified and estimate the potential savings. From
time to time, Kraft may request that the Parties work together to identify ways to achieve reductions in the cost of service delivery and
corresponding reductions in the Charges to be paid by Kraft by modifying or reducing the nature or scope of the Services to be
performed by Supplier, the applicable Service Levels or other contract requirements. If requested by Kraft, Supplier shall promptly
prepare a proposal at a level of detail sufficient to permit Kraft to make an informed business decision identifying all viable means of
achieving the desired reductions without adversely impacting business objectives or requirements identified by Kraft. In preparing
such a proposal, Supplier shall give due consideration to any means of achieving such reductions proposed by Kraft. Supplier shall
negotiate in good faith with Kraft about each requested reduction in Charges and, without disclosing the actual cost of providing the
Services, shall identify for Kraft if and to what extent the cost of service delivery may be reduced by implementing various changes in
the contract requirements. Kraft shall not be obligated to accept or implement any proposal; and Supplier shall not be obligated to
implement any change that affects the terms of this Agreement unless and until such change is reflected in a written amendment to this
Agreement. The foregoing shall not be interpreted to require Supplier to share with Kraft the benefit of the cost efficiencies that
Supplier is able to achieve without requiring Kraft
’
s investment or approval.
11.6
Extraordinary Events
.
11.6.1
Definition
. As used in this Agreement, an “
Extraordinary Event
” shall mean a circumstance in which an event or discrete set of
events has occurred or is planned with respect to the business of Kraft or the Eligible Recipients that results or will result in a change
in the scope, nature or volume of the Services that the Eligible Recipients will require from Supplier, and which is expected to cause
the estimated average monthly amount of chargeable Resource Unit usage in any Resource Baseline, or other applicable grouping as
may be specified in the applicable Supplement, to increase or decrease by [ * * * ] or more [ * * * ] consecutive [ * * * ]. Examples of
the kinds of events that might cause such substantial increases or decreases include the following:
11.6.1.1
changes in locations where the Eligible Recipients operate;
11.6.1.2
changes in products of, or in markets served by, the Eligible Recipients;
11.6.1.3
mergers, acquisitions, divestitures or reorganizations of the Eligible Recipients;
11.6.1.4
changes in the method of service delivery;
11.6.1.5
changes in the applicable regulatory environment;
11.6.1.6
changes in Kraft
’
s policy, technology or processes;
11.6.1.7
changes in market priorities; or
11.6.1.8
changes in the business units being serviced by Supplier.