Mondelez 2012 Annual Report Download - page 247

restoration as a Project. Supplier shall at all times adhere to the procedures and safeguards specified in Section 13.2.1 and 13.2.2 and
shall correct (including any required back-up or restoration of data from scheduled backups, or if not available on such backups,
restoration by other means with Kraft’s reasonable cooperation), at no charge to Kraft, any destruction, loss or alteration of any Kraft
Data attributable to the failure of Supplier or Supplier Personnel to comply with Supplier’s obligations under this Agreement.
The Parties shall be bound by and comply the requirements of Schedule 27 (Global Personal Data Protection Principles) to the extent
applicable as specified in that Schedule.
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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13.2.4
Advice on Better Procedures
. Without disclosure of confidential information about other customers, Supplier shall regularly advise
Kraft of data security practices, procedures and safeguards in effect for other Supplier customers, where such practices, procedures and
safeguards are of a higher standard than those contemplated under this Agreement.
13.3
Kraft and Supplier Personal Data
.
13.4
Confidentiality
.
13.4.1
Proprietary Information
. Supplier and Kraft each acknowledge that the other possesses and will continue to possess information
that has been developed or received by it, has commercial value in its or its customers’ business and is not generally available to the
public. Except as otherwise specifically agreed in writing by the Parties, “Proprietary Information” shall mean (i) this Agreement and
the terms hereof; (ii) all non-
public information and Materials marked confidential, restricted or proprietary by either Party, and (iii) in
the case of Kraft and the Eligible Recipients, Software provided to Supplier by or through Kraft or the Eligible Recipients, Developed
Materials, Kraft Data, customer lists, customer contracts, customer information, rates and pricing, information with respect to
competitors, strategic plans, account information, rate case strategies, research information, plant and equipment design information,
financial/accounting information (including assets, expenditures, mergers, acquisitions, divestitures, billings collections, revenues and
finances), human resources and personnel information, marketing/sales information, information regarding businesses, plans,
operations, third party contracts, licenses, internal or external audits, lawsuits, regulatory compliance or other non-public information,
Materials or data obtained, received, from or through Kraft or any Eligible Recipient (including Proprietary Information of third party
service providers of Kraft or any Eligible Recipient ; provided, however, that such third party service provider shall not be deemed a
third party beneficiary under Section 21.14 and only Kraft will have the right to enforce this obligation on behalf of such third party
service provider) transmitted, processed, stored, archived, or maintained by Supplier under this Agreement; and (iv) in the case of
Supplier, financial information, account information, information regarding Supplier’s business plans and operations, research
information, human resources and personnel information, trade secrets, third party contracts or licenses, and proprietary software, tools
and methodologies owned by Supplier and used in the performance of the Services. The terms of, and performance reports issued in
connection with, this Agreement will be deemed the Proprietary Information of each Party and, except as permitted by
Section 13.4.2.3 , neither Party may disclose such Proprietary Information without the prior written consent of the other Party. The
Parties agree that Proprietary Information of Kraft includes, but is not limited to: plans for changes in Kraft’s or an Eligible
Recipient’s facilities, business units and product lines, plans for business mergers, acquisitions or divestitures, rate information, plans
for the development and marketing of new