Mondelez 2012 Annual Report Download - page 251

Subject to the limitations expressly noted in this Section 13.5 , Kraft shall have unrestricted access to, and the right to review and retain the
entirety of, all computer or other files containing Kraft Data, as well as all systems and network logs, system parameters and documentation. At
no time shall any of such files or other materials or information be stored or held in a form or manner not readily accessible to Kraft. Supplier
shall provide to the Kraft Contract Manager all passwords, codes, comments, keys, documentation and the locations of any such files and other
materials promptly upon the request of Kraft, including Equipment and Software keys and such information as to format, encryption (if any) and
any other specification or information necessary for Kraft to retrieve, read, revise and/or maintain such files and information. Upon the request
of the Kraft Contract Manager, Supplier shall confirm that, to the best of its knowledge, all files and other information provided to Kraft are
complete and that no material element, amount, or other fraction of such files or other information to which Kraft may request access or review
has been deleted, withheld, disguised or encoded in a manner inconsistent with the purpose and intent of providing full and complete access to
Kraft as contemplated by this Agreement. Kraft shall comply with Supplier’s reasonable security and confidentiality requirements, and, to the
extent such access requires use of Supplier’s software, equipment, systems or facilities, shall comply with Supplier’s reasonable security and
confidentiality requirements, and with Supplier’s reasonable standards and procedures in order to avoid disclosure of or access to any
information of any other Supplier customers, or other Supplier Proprietary Information that Kraft is not otherwise entitled to obtain pursuant to
this Agreement, including Supplier’s internal costs.
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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13.4.8
Disclosure of Kraft Proprietary Information by Supplier
. Notwithstanding the terms and conditions of this
Section 13.4
, Supplier
shall have the right to disclose to GroceryCo Kraft Proprietary Information obtained by Supplier under the terms of this Agreement
solely as necessary to perform the Services under this Agreement or the GroceryCo MPSA, until the later of (i) [ * * * ] after the
GroceryCo Start Date or (ii) with respect to Kraft Proprietary Information related to Projects related to the Spin-Off, the date that such
Projects related to the Spin-Off are complete, without obligation to notify or to obtain the consent of Kraft. In addition, Supplier shall
have the right at any time to disclose to and to receive from GroceryCo, without obligation to notify or to obtain the consent of Kraft,
any Kraft Proprietary Information disclosed by Kraft to GroceryCo prior to the GroceryCo Start Date. Supplier shall protect any Kraft
Proprietary Information received from GroceryCo in the same manner as if received directly from Kraft.
13.5
File Access
.
13.6
Requirements for Information in Legal Proceedings
.
13.6.1 Preservation of Legal Privileges . If Kraft notifies Supplier, or Supplier is otherwise aware, that particular Kraft Data or Kraft’s
Proprietary Information may be within Kraft attorney-client or work-product privileges of Kraft, then regardless of any applicable
exclusions, Supplier (i) shall not disclose such Kraft Data or Kraft Proprietary Information or take any other action that would result in
waiver of such privileges and (ii) shall instruct all Supplier Personnel and Subcontractors who may have access to such
communications to maintain privileged material as strictly confidential and otherwise protect Kraft privileges. Communications to and
from any lawyer employed or retained on behalf of Kraft shall be deemed to contain privileged material unless Kraft otherwise states,
and Supplier acknowledges it is aware of this.
13.6.2
Litigation Response Plan
. If Kraft so requests, Supplier shall participate in periodic meetings to discuss implementation and
updating of policies and procedures to prepare for and respond to discovery requests, subpoenas, investigatory demands, and other
requirements for information