Mondelez 2012 Annual Report Download - page 250

Agreement, each Party may disclose, without prior notice to, or approval or consent by, the other Party, to taxing authorities and to
such Party’s representatives, attorneys and advisers, any Proprietary Information that is required to be disclosed in connection with
such Party’s tax filings, reports, claims, audits or litigation, provided the disclosing Party takes such action as is reasonable to assure
confidential handling of the other Party’s Proprietary Information. The receiving Party shall use commercially reasonable efforts to
cooperate with the disclosing Party in its efforts to seek a protective order or other appropriate remedy or in the event such protective
order or other remedy is not obtained, to obtain assurance that confidential treatment will be accorded such Proprietary Information.
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.
101
13.4.4
Loss of Proprietary Information
. Each Party shall upon the knowledge or belief of a loss of the other Party’s Proprietary
Information (i) immediately notify the other Party of any possession, use, knowledge, disclosure, or loss of such other Party’s
Proprietary Information in contravention of this Agreement, (ii) promptly furnish to the other Party all known details and assist such
other Party in investigating and/or preventing the reoccurrence of such possession, use, knowledge, disclosure, or loss, (iii) cooperate
with the other Party in any investigation or litigation deemed necessary by such other Party to protect its rights, and (iv) promptly use
all commercially reasonable efforts to prevent further possession, use, knowledge, disclosure, or loss of the other Party’s Proprietary
Information in contravention of this Agreement. Each Party shall bear any costs it incurs in complying with this
Section 13.4.4
.
13.4.5
No Implied Rights
. Nothing contained in this
Section 13.4
shall be construed as obligating a Party to disclose its Proprietary
Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to any
Proprietary Information of the other Party.
13.4.6
Survival
. Supplier’s obligations with respect to Kraft Personal Data and Kraft’s human resources and personnel information and
Kraft’s obligations with respect to Supplier’
s human resources and personnel information shall survive the expiration or termination of
this Agreement and shall be perpetual. The Parties’ obligations of non-disclosure and confidentiality with respect to all of the other
Party’s Proprietary Information shall survive the expiration or termination of this Agreement for a period of 15 years from the
expiration or termination of this Agreement (including all periods of Termination Assistance Services); provided, however, that the
passage of this 15 year period shall not absolve either Party of responsibility for any breach of this Article 13 occurring prior to the
expiration of such 15 year period.
13.4.7
Disclosure of Supplier Proprietary Information by Kraft.
Notwithstanding the terms and conditions of this
Section 13.4
, Kraft
shall have the right to disclose Supplier Proprietary Information obtained by Kraft under the terms of this Agreement to GroceryCo
and its Eligible Recipients (as defined under the GroceryCo MPSA), and to receive Supplier Proprietary Information obtained by
GroceryCo under the terms of the GroceryCo MPSA from GroceryCo and its Eligible Recipients (as defined under the GroceryCo
MPSA) at any time until [ * * * ] after the GroceryCo Start Date without obligation to notify or obtain the consent of Supplier. In
addition, Kraft shall have the right at any time to disclose to and to receive from GroceryCo and the Eligible Recipients (as defined
under the GroceryCo MPSA), without obligation to notify or obtain the consent of Supplier, any Supplier Proprietary Information
disclosed by Supplier in connection with this Agreement or the GroceryCo MPSA prior to the GroceryCo Start Date. Kraft shall
protect such Supplier Proprietary Information in the same manner as if received directly from Supplier.