Mondelez 2012 Annual Report Download - page 243

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.
94
12.
INVOICING AND PAYMENT
12.1
Invoicing
.
12.1.1
Invoice
. Within fifteen days after the beginning of each month, Supplier will present Kraft with an invoice for any Charges due and
owing for the preceding month (the “ Monthly Invoice ”), including Monthly Base Charges, Charges for Transition Services and
Transformation Services, and ARCs and RRCs. The invoice shall be delivered in hard copy and/or electronically to such billing
address(es) as Kraft may direct. Supplier shall not invoice Kraft for any advance or concurrent charges or other amounts.
12.1.2 Form and Data . At Kraft’s request, Supplier shall provide separate Monthly Invoices for each country to which Supplier is then
providing Services. With respect to the Resource Units in the Application Servers Tower that reside in Supplier Facilities or, if prior to
the completion of Transition and Transformation, in the Kraft Facilities, Kraft may allocate the Charges for those Resource Units to
Eligible Recipients in the countries that are receiving the benefit of the Services reflected by those Resource Units based on an
allocation formula Kraft provides to Supplier. Supplier will calculate the Charges based on the location of the Resource Units and
internally allocate those Charges from that location to the Eligible Recipients in a country or countries designated by Kraft and invoice
Eligible Recipient in country for those Charges. Unless otherwise agreed by the Parties, invoicing for Kraft’s existing in-scope entities
shall be done in accordance with the applicable Supplement. If Kraft adds business that consumes Services in a country and Supplier is
not then issuing invoices to an Eligible Recipient in that country, Kraft can require Supplier to begin issuing invoices to that country.
Supplier shall issue such invoice either from a Supplier Affiliate located in the same country, or, if Supplier does not have an Affiliate
in that country, from another country as mutually agreed by Kraft and Supplier. Each invoice shall be in the form specified in Exhibit
4 and shall (i) comply with all applicable legal, regulatory and accounting requirements; and (ii) allow Kraft to validate volumes and
fees. Each invoice shall include the pricing calculations and related data utilized to establish the Charges and sufficient information to
validate the service volumes and associated Charges. The data underlying each invoice shall be delivered to Kraft electronically (if
requested by Kraft) in a form and format compatible with Kraft’s accounting systems. In addition, Supplier shall provide Kraft with a
database of current and detailed information regarding its Charges, with the information in a format approved by Kraft, that can be
used by Kraft to produce chargebacks by Kraft business unit.
12.1.3
Credits
. To the extent a credit may be due to Kraft pursuant to this Agreement, Supplier shall provide Kraft with an appropriate credit
against amounts then due and owing; if no further payments are due to Supplier, Supplier shall pay such amounts to Kraft within 15
days.
12.1.4
[ * * * ]. If [ * * * ] fails to provide an [ * * * ] to [ * * * ] for (i) the [ * * * ] within [ * * * ] after the [ * * * ] for which those [ * * * ],
(ii) any other [ * * * ] (excluding any [ * * * ] and [ * * * ]) within [ * * * ] after the [ * * * ] in which the Services subject to [ * * * ]
are rendered (or a total of [ * * * ] so long as [ * * * ] has notified [ * * * ] within such [ * * * ] of the delay and the estimated amount
of the [ * * * ]), or (iii) [ * * * ] or [ * * * ] within [ * * * ] after the [ * * * ] in which the applicable [ * * * ] or [ * * * ] of the [ * * * ]
is received by [ * * * ], then [ * * * ] shall waive any right it may otherwise have to [ * * * ] for and [ * * * ] such amount (and, with
respect to [ * * * ] and [ * * * ], [ * * * ] shall be required to [ * * * ] such [ * * * ] and [ * * * ] and any associated [ * * * ] or [ * * * ]
without [ * * * ]). [ * * * ] shall notify [ * * * ] of any delays of any [ * * * ] extending more than [ * * * ] of which [ * * * ] is aware.