Mondelez 2012 Annual Report Download - page 249

Works, or (D) refuse for any reason (including a default or material breach of this Agreement by the other Party) to
promptly provide the other Party’s Proprietary Information (including copies thereof) to the other Party if requested to do
so. Notwithstanding the foregoing, either Party may disclose Proprietary Information relating to the financial or operational
terms of this Agreement and/or Supplier’s performance hereunder (e.g., applicable Service Levels and measurements of
Supplier’s performance with respect to such Service Levels) in connection with a benchmarking under Section 11.10.
Kraft may disclose Proprietary Information relating to its operations, the Services, the Service Levels, and its costs for the
Services (but not the Resource Unit Charges or Supplier's actual performance against its Service Level obligations
hereunder), in connection with the solicitation of proposals for or the procurement of the same or similar services from
Kraft Third Party Contractors. Upon expiration or any termination of this Agreement and completion of each Party’s
obligations under this Agreement, each Party shall return or destroy, as the other Party may direct, all documentation in
any medium that contains, refers to, or relates to the other Party’s Proprietary Information within 30 days (except Contract
Records, which shall be retained by Supplier for the Audit Period, 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). Each Party shall deliver to the other
Party written certification of its compliance with the preceding sentence signed by an authorized representative of such
Party. In addition, each Party shall take all necessary steps to ensure that its employees comply with these confidentiality
and non-use provisions.
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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13.4.3
Exclusions.
Section 13.4.2
shall not apply to any particular information or Materials which the receiving Party can demonstrate (i) is,
at the time of disclosure to it, generally available to the public other than through a breach of the receiving Party’s or a third party’s
confidentiality obligations; (ii) after disclosure to it, is published by the disclosing Party or otherwise becomes generally available to
the public other than through a breach of the receiving Party’s or a third party’s confidentiality obligations; (iii) is lawfully in the
possession of the receiving Party at the time of disclosure to it; (iv) is received from a third party having a lawful right to disclose such
information; or (v) is independently developed by the receiving Party without reference to Proprietary Information of the furnishing
Party, provided however, that the exclusions in the foregoing subsections (i) and (ii) shall not be applicable to the extent that the
disclosure or sharing of such information by one or both Parties is subject to any limitation, restriction, consent or notification
requirement under any applicable federal or state information privacy law or regulation then in effect. The Parties acknowledge and
agree that Proprietary Information of the other Party that is not generally available to the public shall not be deemed public or subject
to this exclusion merely because it is combined with information that is generally available to the public. In addition, the receiving
Party shall not be considered to have breached its obligations under this Section 13.4 for disclosing Proprietary Information of the
other Party as required, in the opinion of legal counsel, to satisfy any legal requirement of a competent government body, provided
that, promptly upon receiving any such request, such Party, to the extent it may legally do so, advises the other Party of the other
Party’s Proprietary Information to be disclosed and the identity of the third party requiring such disclosure prior to making such
disclosure in order that the other Party may interpose an objection to such disclosure, take action to assure confidential handling of its
Proprietary Information, or take such other action as it deems appropriate to protect the Proprietary Information. Further, and
notwithstanding anything to the contrary in this