Mondelez 2012 Annual Report Download - page 266

covenants that it will not use or create materials in connection with the Services which are libelous, defamatory or obscene. The
foregoing non-infringement covenant will not cover any claims of infringement arising out of, under or in connection with the
provision of any call center services for Kraft’s customers or automated attendant services for such customer call centers involving
computer telephony integration. As of the Effective Date, the Services do not include the provision of any such customer call center or
automated attendant services.
Each Party represents, warrants and covenants to the other that:
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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15.5.2
Third Party Software Indemnification
. In addition, with respect to Third Party Software provided by Supplier pursuant to this
Agreement, Supplier covenants that it shall obtain and provide intellectual property indemnification for Kraft and the Eligible
Recipients (or obtain intellectual property indemnification for itself and enforce such indemnification on behalf of Kraft and the
Eligible Recipients) from the suppliers of such Software. Unless otherwise approved in advance by Kraft, such indemnification shall
be comparable to the intellectual property indemnification provided by Supplier to Kraft and the Eligible Recipients under this
Agreement.
15.6
Authorization
.
15.6.1
Corporate Existence
. It is a corporation duly incorporated, validly existing and in good standing under the Laws of its State of
incorporation;
15.6.2
Corporate Power and Authority
. It has the requisite corporate power and authority to execute, deliver and perform its obligations
under this Agreement;
15.6.3
Legal Authority
. It has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under
this Agreement under all applicable federal, state or local laws and under all applicable rules and regulations of all authorities having
jurisdiction over the Services, except to the extent the failure to obtain any such license, authorizations, approvals, consents or permits
is, in the aggregate, immaterial;
15.6.4 Due Authorization . The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such Party; and
15.6.5 No Violation or Conflict . The execution, delivery, and performance of this Agreement shall not constitute a violation of any
judgment, order, or decree; a material default under any material contract by which it or any of its material assets are bound; or an
event that would, with notice or lapse of time, or both, constitute such a default.
15.7
Inducements; Kraft Code of Business Conduct and Ethics
.
15.7.1 Inducements . Supplier represents, warrants and covenants that it has not given and will not give commissions, payments, kickbacks,
lavish or extensive entertainment, or other inducements of more than minimal value to any employee or agent of Kraft in connection
with this Agreement. Supplier also represents, warrants and covenants that, to the best of its knowledge, no officer, director, employee,
agent or representative of Supplier has given any such payments, gifts, entertainment or other thing of value to any employee or agent
of Kraft. Supplier also acknowledges that the giving of any such payments, gifts, entertainment or other thing of value is strictly in
violation of Kraft policy on conflicts of interest, and may result in the cancellation of this Agreement and other existing and future
contracts between the Parties.