Mondelez 2012 Annual Report Download - page 264

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.
115
15.3.1
Timing of Actions
. Making adjustments in the timing of actions (consistent with Kraft priorities and schedules for the Services and
Supplier
’
s obligation to meet the Service Levels).
15.3.2
Timing of Functions
. Delaying or accelerating, as appropriate, the performance of non-critical functions within limits acceptable to
Kraft.
15.3.3 Systems Optimization . Tuning or optimizing the Systems (including memory) and/or Applications Software for which Supplier has
operational responsibility under this Agreement, in order to optimize performance and minimize costs.
15.3.4 Usage Scheduling . Controlling its use of the System and/or the Kraft data network by scheduling usage, where possible, to low
utilization periods.
15.3.5 Alternative Technologies
. Subject to
Section 9.5
, using alternative technologies to perform the Services.
15.3.6
Efficiency
. Efficiently using resources for which Kraft is charged hereunder, consistent with industry norms, and compiling data
concerning such efficient use in segregated and auditable form whenever possible.
15.4 Software
.
15.4.1
Ownership and Use
. Subject to Supplier’s obligation to obtain Required Consents pursuant to
Article 5
,
and except with respect to
Software made available by Kraft hereunder, Supplier represents, warrants and covenants that it is either the owner of, or authorized to
use, any and all Software provided and used by Supplier in providing the Services. As to any such Software that Supplier does not own
but is authorized to use, Supplier shall advise Kraft as to the ownership and extent of Supplier’s rights with regard to such Software to
the extent any limitation in such rights would impair Supplier
’
s performance of its obligations under this Agreement.
15.4.2
Performance
. Supplier represents, warrants and covenants that any Supplier Owned Software will perform in conformance with its
Specifications and will provide the functions and features and operate in the manner described therein.
15.4.3
Developed Materials Compliance
.
15.4.3.1 Supplier warrants and covenants that Developed Materials shall be free from material errors in operation and performance,
shall Comply with the applicable documentation and Specifications in all material respects and shall provide the functions
and features and operate in the manner described in the applicable Supplement or Schedule 8
or as otherwise agreed by the
Parties, for the applicable period after Acceptance as follows:
15.4.3.1.1
Six months for Developed Materials that execute on a daily, weekly or monthly cycle,
15.4.3.1.2
Twelve months for Developed Materials that execute on a quarterly cycle, and
15.4.3.1.3
Two years for Developed Materials that execute on an annual cycle.