Mondelez 2012 Annual Report Download - page 252

related to legal and regulatory audits and proceedings (the “ Litigation Response Plan ”). At such meetings, Supplier shall fully
cooperate with Kraft in providing all information requested by Kraft or that would assist Kraft in connection with such Litigation
Response Plan. Supplier shall comply with the Litigation Response Plan, to the extent capable of being performed by the Supplier
Personnel then providing the Services, as it may be revised by Kraft from time to time, including preparing for and complying with
requirements for the preservation and production of data in connection with legal and regulatory proceedings and government
investigations.
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.
103
13.6.3
Response to Preservation and Production Requirements
.
13.6.3.1 If Kraft is required to, or sees a risk that it will be required to, preserve and/or produce any Materials, Kraft Data, Kraft’s
Proprietary Information or related Systems possessed by Supplier or under Supplier’s control in the context of legal
proceedings or investigations (“ Litigation Data ”), Kraft may send Supplier a notice (a “ Litigation Requirements
Notice ”) describing the Litigation Data to be preserved or produced in reasonable detail. If Kraft so requests, Supplier
shall promptly provide Kraft with information needed to determine with greater specificity the scope of the request.
13.6.3.2 Upon receipt of a Litigation Requirements Notice, Supplier shall (A) designate a legal information management
representative who shall be responsible for managing Supplier’s response and any resulting Services and (B) cooperate
with Kraft to the fullest extent to preserve and/or produce the Litigation Data described in such Litigation Requirements
Notice.
13.6.3.3 Without limiting the foregoing, Supplier shall immediately take all necessary measures to preserve all Litigation Data
described in a Litigation Requirements Notice and unless otherwise instructed by Kraft, to deliver such Litigation Data to
Kraft by the date set forth in the Litigation Requirements Notice (or within 30 days, if no date is given). If Supplier is
unable to determine from the Litigation Requirements Notice what Litigation Data is to be preserved and/or produced, or is
not able for technical or other reasons to take effective steps to fully preserve or produce such Litigation Data, Supplier
shall immediately so notify Kraft and undertake all necessary measures to comply with the Litigation Requirements Notice
to the fullest extent possible.
13.6.3.4 Supplier shall cooperate with Kraft in generating information to be presented in legal proceedings, including, as Kraft
requests, (A) Charges estimates, (B) descriptions of systems, data, media and processes, (C) reports, declarations and
affidavits, (D) reasons why it may be infeasible to preserve or produce certain items, and (E) other material as requested by
Kraft, so long as it does not require the disclosure of Supplier Proprietary Information or internal cost information that
Kraft does not have a right to obtain. Without limiting the generality of the foregoing, Supplier shall fully document all
actions taken by Supplier pursuant to any Litigation Requirements Notice. Supplier shall promptly report to Kraft on its
activities related to complying with the requirements described in the Litigation Requirements Notice, and shall issue
periodic reports pursuant to
Section 9.2
on a schedule to be agreed to by the Parties.