Mondelez 2012 Annual Report Download - page 267

Each Party shall cooperate with the other Party and shall take commercially reasonable actions and precautions consistent with the applicable
Supplement to prevent the introduction and proliferation of Malicious Code into Kraft’s or an Eligible Recipient’s environment or any System
used by Supplier to provide the Services. Without limiting Supplier’s other obligations under this Agreement, in the event Malicious Code is
found in Equipment, Software or Systems managed or supported by Supplier or used by Supplier to provide the Services, Supplier shall
eliminate or quarantine the Malicious Code and reduce the effects of such Malicious Code and, if the Malicious Code causes a loss of
operational efficiency or loss of data, to mitigate such losses and restore such data with generally accepted data restoration techniques. If the
Malicious Code was introduced notwithstanding Supplier's and its Subcontractors' compliance with the obligations of this Section 15.8 , then if
eliminating and reducing the effects of the Malicious Code and the restoration of data requires adding substantial additional Supplier resources
or third party contractors (beyond the Subcontractor personnel then assigned to perform Services for Kraft), Kraft may elect to either
(i) reprioritize the Services, in which event Supplier will perform the remediation at no additional charge, or (ii) authorize Supplier to perform
the remediation as a Project.
Supplier covenants that, without the prior written consent of Kraft, Supplier shall not, and shall not permit its Subcontractors (which shall not
include Software providers who are not performing any Services) to intentionally insert into the Software any code, or invoke any code that has
already been inserted, with the purpose of disabling or otherwise shutting down all or any portion of the Software, Equipment and/or Systems.
Supplier also covenants that it shall use only Third Party Software (i) without disabling code or (ii) with respect to which the Third Party
Software licensor and any other entity controlling invocation of such disabling code has agreed to refrain from invoking such disabling code at
any time without the prior approval of Kraft. For purposes of this provision, code that serves the function of ensuring software license
compliance (including passwords) shall not be deemed disabling code, provided that Supplier notifies Kraft in advance of all such code of which
Supplier is aware after exercise of reasonable due diligence and obtains Kraft’s approval prior to installing such code in any Software,
Equipment or System.
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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15.7.2
Kraft Code of Conduct
. Supplier covenants that, in the performance of the Services and its other contractual obligations hereunder,
it shall comply with the Kraft Foods Code of Conduct for Compliance and Integrity, as set forth in Schedule 17.3 , and as such Code
may be reasonably modified from time to time to the extent Supplier has been given notice of it (which notice may be by electronic
communications including notices of information contained on a website).
15.8
Malicious Code
.
15.9
Disabling Code
.
15.10 Compliance with Laws
.
15.10.1
Compliance by Supplier.
Subject to
Sections 15.10.4
,
15.10.5
and
15.10.6
, Supplier covenants that, with respect to the provision of
the Services and the performance of any of its other legal and contractual obligations hereunder, it is and shall be in compliance in all
material respects with all applicable Laws and shall remain in compliance with such Laws for the Term and any Termination
Assistance Services period including identifying and procuring applicable permits, certificates, approvals and inspections required
under such Laws. In addition, Supplier shall be obligated to promptly correct any other violations (i.e., even if not material) of which
Supplier knew. Without limitation to the generality of the foregoing, Supplier specifically covenants as follows: