Mondelez 2012 Annual Report Download - page 240

If an Unanticipated Change occurs, and if Kraft requests that the Services be modified to incorporate such Unanticipated Change after the
completion of Transformation for those Services to be transformed, or after Transition for all other Services, the Parties shall use the procedures
in Section 11.6.2 to equitably adjust the Charges and other relevant provisions of this Agreement to take such Unanticipated Change into
Account. An “ Unanticipated Change ” shall consist of a material change in the technologies and/or business processes available to provide all
or part of the Services which is outside the normal evolution of technology experienced by the information technology and other in-scope
services, that was not generally available as of the Commencement Date, and that would materially reduce Supplier’s cost of providing the
Services.
Periodic charges under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month on a calendar
day basis.
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.
91
11.6.2
Consequence
. If an Extraordinary Event occurs, Kraft may, at its option, request more favorable pricing with respect to applicable
Charges for any Service or Tower in accordance with the following:
11.6.2.1 [ * * * ] and [ * * * ] shall [ * * * ] determine on a reasonable basis the [ * * * ], if any, resulting from such Extraordinary
Event and, upon [ * * * ], [ * * * ] shall then proceed to implement such [ * * * ] as quickly as practicable and in
accordance with the agreed-upon schedule. As the [ * * * ] are realized, the Charges specified on the applicable
Supplement and any affected [ * * * ] shall be promptly and equitably adjusted to pass through to [ * * * ] the full benefit
of such [ * * * ]; provided, that [ * * * ] shall reimburse [ * * * ] for any net costs or expenses incurred to realize such [ * *
* ] if and to the extent [ * * * ] (i) notifies [ * * * ] of such additional costs and obtains [ * * * ] approval prior to incurring
such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably
determines that there is no other more practical or cost effective way to obtain [ * * * ] without incurring such expenses,
and (iii) uses commercially reasonable efforts to minimize the additional costs to be [ * * * ]. For the avoidance of doubt,
and notwithstanding the foregoing, any changes in the [ * * * ] arising out of this Section 11.6 will be applied to the [ * *
* ] on a [ * * * ] only from the date of the [ * * * ] of such [ * * * ].
11.6.2.2 An Extraordinary Event shall not result in [ * * * ] to [ * * * ] being [ * * * ] such Charges would have been if the RRCs,
ARCs and other rates and charges then specified in the applicable Supplement had been applied. [ * * * ] may, at its sole
option, elect, for each Extraordinary Event, at any time to forego its rights under this Section 11.6 and instead, apply
RRCs, ARCs and other rates and charges specified in the applicable Supplement to adjust the Charges.
11.7
Unanticipated Change
.
11.8
Proration
.
11.9
Refundable Items
.
11.9.1
Prepaid Amounts
. Where Kraft and/or the Eligible Recipients have prepaid for a service or function for which Supplier is assuming
financial responsibility under this Agreement, Supplier shall promptly refund to Kraft or such Eligible Recipient, upon either Party
identifying the prepayment, that portion of such prepaid expense that is attributable to periods on and after the Commencement Date;
provided, however, that if Supplier had not received notice of the prepayment prior to the Effective Date, Supplier shall only be
obligated to refund amounts to Kraft to the extent Supplier received an economic benefit from the prepayment (e.g., if Supplier can
demonstrate that it had planned to use a replacement service at a lower cost, Supplier would only be obligated to refund such lower
cost amount).