Mondelez 2012 Annual Report Download - page 263

Supplier warrants that the Services shall be executed in a workmanlike manner, in accordance with the best practices of the information
technology outsourcing industry and the Service Levels, Supplier covenants that (i) the Services shall be rendered with promptness, due care,
skill and diligence; (ii) Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience, know-how,
competence and skill to perform the Services; (iii) Supplier shall provide such individuals with training as to new products and services prior to
the implementation of such products and services in the Kraft/Eligible Recipients environment; and (iv) Supplier shall have the resources,
capacity, expertise and ability in terms of Equipment, Software, know-
how and personnel to provide the Services. In all cases where Supplier has
committed to a specific Service Level in the applicable Supplement and there is a conflict between that Service Level and a service level
obligation under this Section 15.1 , the specific Service Level will apply.
Supplier covenants that it shall use commercially reasonable efforts to provide the Services in the most cost-effective manner consistent with the
required level of quality and performance. Without limiting the generality of the foregoing, such actions shall include:
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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14.6.4
Excluded Materials.
To the extent that Excluded Materials are designated as such in an applicable Supplement, such Excluded
Materials shall not be incorporated in any Work Product or Developed Material provided to Kraft without obtaining Kraft’s prior
written approval.
15.
REPRESENTATIONS, WARRANTIES AND COVENANTS
15.1 Work Standards.
15.2
Maintenance.
15.2.1 Supplier Responsibility. Unless otherwise agreed and to the extent Supplier has operational responsibility under this Agreement,
Supplier shall maintain the Equipment and Software so that they operate substantially in accordance with the Service Levels and their
Specifications, including (i) maintaining Equipment in good operating condition, subject to normal wear and tear, (ii) undertaking
repairs and preventive maintenance on Equipment in accordance with the applicable Equipment manufacturer’s recommendations and
requirements, and (iii) performing Software maintenance in accordance with the applicable Software supplier’s documentation,
recommendations and requirements.
15.2.2
Out of Support Third Party Equipment and Software
. For Third Party Equipment and Software no longer supported by the
licensor or manufacturer for which Supplier has operational responsibility under this Agreement, Supplier shall use commercially
reasonable efforts to perform maintenance for such Equipment or Software as required to meet its obligations under this Agreement.
15.2.3
Refresh
. To the extent Supplier has financial responsibility under this Agreement for Equipment or Software, Supplier shall, subject
to Section 9.7
or as otherwise agreed by the Parties, Upgrade or replace such Equipment or Software in accordance with the applicable
Supplement or as otherwise required to enable Supplier to meet its obligations under this Agreement, at no additional cost to Kraft.
Supplier shall also comply with the Technology and Business Plan, so long as such compliance does not require Supplier to refresh
Equipment at a rate that is faster than the rate specified in the applicable Supplement for such Equipment.
15.3
Efficiency and Cost Effectiveness
.