Mondelez 2012 Annual Report Download - page 269

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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15.10.4
Notice of Laws
. Supplier shall notify Kraft of any Laws and changes in Laws applicable to (i) Supplier’s performance of the Services
and (ii) Supplier as a provider of outsourced information technology and other in-scope services, including those applicable to the
employment of Supplier Personnel and the provision of Services from the countries in which Supplier Facilities are located
(collectively, “ Supplier Laws ”). Kraft shall notify Supplier of any other Laws and any changes in such other Laws applicable to
Kraft’s and/or the Eligible Recipients’ principal businesses to the extent applicable to Supplier’s performance of the Services (other
than Supplier Laws) (collectively, “ Kraft Laws ”). Supplier shall, through the Supplier Personnel, maintain general familiarity with
Kraft Laws, and shall bring additional or changed requirements to Kraft’s attention to the extent the changed law comes to Supplier’s
attention. Subject to its non-disclosure obligation under other customer contracts, Supplier also shall make commercially reasonable
efforts to obtain information regarding such requirements from other outsourcing customer engagements and to communicate such
information to Kraft in a timely manner. Each Party shall use commercially reasonable efforts to advise the other of Laws and changes
in Laws about which such Party becomes aware in the other Party’s area of responsibility, but without assuming an affirmative
obligation of inquiry, except as otherwise provided herein, and without relieving the other Party of its obligations hereunder. At
Kraft
’
s request, Supplier Personnel shall participate in Kraft provided compliance training programs.
15.10.5
Interpretation of Laws or Changes in Laws
. Kraft shall be responsible, with Supplier’s cooperation and assistance, for interpreting
Kraft Laws or changes in Kraft Laws and for identifying the impact of such Kraft Laws or changes in Kraft Laws on Supplier’s
performance and Kraft’s and/or the Eligible Recipients’ receipt and use of the Services. Supplier shall be responsible, with Kraft’s
cooperation and assistance, for interpreting Supplier Laws or changes in Supplier Laws and for identifying the impact of such Supplier
Laws or changes in Supplier Laws on Supplier’s performance and Kraft’s and/or the Eligible Recipients’ receipt and use of the
Services. To the extent the impact of any Supplier Law or change in Supplier Law cannot be readily identified by Supplier, the Parties
shall cooperate in interpreting such Law or change in Law and shall seek in good faith to identify and agree upon the impact on
Supplier’s performance and Kraft’s and/or the Eligible Recipients' receipt and use of the Services. If the Parties are unable to agree
upon such impact, Supplier shall adopt an interpretation based on its reasonable judgment, taking into consideration alternatives that
have the least adverse affect on both Parties.
15.10.6
Implementation of Changes in Laws
. In the event of any changes in Laws (including Kraft Laws to the extent Supplier receives
notice of such Kraft Laws from Kraft or as otherwise provided in Section 15.10.4 ), Supplier shall implement any necessary
modifications to the Services prior to the deadline imposed by the regulatory or governmental body having jurisdiction for such
requirement or change. Except as noted in the next succeeding sentence, Supplier shall bear the costs associated with implementing
changes in such Laws. If the change is a change to Kraft Laws and the effort required to implement that change meets the definition of
“New Services” with the exception that for purposes of this Section 15.10.6 the requirement of clause (ii) of such definition will be
deemed satisfied if the additional level of effort required exceeds [ * * * ], then that effort shall be treated as a Project. [ * * * ] shall
bear the costs associated with the ongoing compliance with such changed Laws unless such change meets the [ * * * ] of [ * * * ]. At
Kraft
’
s request, Supplier Personnel shall participate in Kraft provided regulatory compliance training programs.