Mondelez 2012 Annual Report Download - page 245

Kraft Data is and shall remain the property of Kraft (and/or the applicable Eligible Recipients). Supplier shall promptly deliver Kraft Data (or the
portion of such Kraft Data specified by Kraft) to Kraft in the format and on the media prescribed by Kraft (i) at any time at Kraft’
s request, (ii) at
the end of the Term and the completion of all requested Termination Assistance Services (except Contract Records, which shall be retained by
Supplier for the Audit Period specified in Section 9.10.1 unless and to the extent Supplier is directed by Kraft to deliver such Contract Records
to Kraft prior to the expiration of such audit period), or (iii) with respect to particular Kraft Data, at such earlier date that such data are no longer
required by Supplier to perform the Services. Thereafter, Supplier shall return or destroy, as directed by Kraft, all copies of the Kraft Data in
Supplier’s possession or under Supplier’s control as soon as possible, but in any event within 10 business days and deliver to Kraft written
certification of such return or destruction signed by an authorized representative of Supplier. Supplier shall not withhold any Kraft Data as a
means of resolving any dispute. Kraft Data shall not be utilized by Supplier for any purpose other than the performance of Services under this
Agreement and for use by Supplier in formal dispute resolution proceedings that may arise between the Parties pursuant to this Agreement.
Supplier shall at all times comply with Kraft’s privacy policy, as modified by Kraft from time to time. Kraft Data shall not be sold, assigned,
leased, encumbered or commercially exploited or otherwise provided to third parties by or on behalf of Supplier or any Supplier Personnel.
Supplier shall promptly notify Kraft if it believes that any use of Kraft Data by Supplier contemplated under this Agreement or to be undertaken
as part of the Services is inconsistent with the foregoing.
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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12.4.5
No Waiver
. Neither the failure to dispute any Charges or amounts prior to payment nor the failure to withhold any amount shall
constitute, operate or be construed as a waiver of any right Kraft may otherwise have to dispute any Charge or amount or recover any
amount previously paid.
12.4.6
Amount of Withholding
. In no event may Kraft withhold from any monthly invoice an amount in excess of [ * * * ] of the aggregate
amount of the monthly invoices, provided that Kraft will be responsible for currency to the extent the amount withheld from a country
invoice pertains to Services billed under an invoice for another country. If at any time Kraft is withholding disputed amounts that, in
the aggregate, exceed [ * * * ], then Kraft shall place the full amount of the withheld amounts into an interest bearing escrow account
with a nationally recognized financial institution. The Parties agree to work in good faith and expeditiously to resolve all Charges
disputes. Interest earned in the account will be distributed to the Parties in the proportion to the amounts they receive from the account.
13.
KRAFT DATA AND OTHER PROPRIETARY INFORMATION
13.1 Kraft Ownership of Kraft Data
.
13.2
Safeguarding Kraft Data
.
13.2.1
Safeguarding Procedures
. Supplier shall establish and maintain environmental, safety and facility procedures, data security
procedures and other safeguards against the destruction, loss, unauthorized access or alteration of Kraft Data in the possession of
Supplier which are (i) no less rigorous than those maintained by Kraft as of the Effective Date and made available to Supplier at its
request (or implemented by Kraft in the future to the extent deemed necessary by Kraft), including the security and control
requirements described in Schedule 17.1 and elsewhere in this Agreement; and (ii) no less rigorous than those maintained by Supplier
for its own information of a similar nature where the Kraft Data is being maintained at a Supplier Facility, and, after completion of
Transformation or Transition, as applicable, for Kraft Data maintained by Supplier