Mondelez 2012 Annual Report Download - page 273

Each Party shall be responsible for damages to their respective tangible personal or real property (whether owned or leased), and each party
agrees to look only to their own insuring arrangements (if any) with respect to such damages. Supplier, Kraft, Kraft Affiliates and Eligible
Recipients waive all rights to recover against each other for any loss or damage to their respective tangible personal or real property (whether
owned or leased) from any cause covered by insurance maintained by each of them, including their respective deductibles or self-insured
retentions. Each Party will cause their respective insurers to issue appropriate waivers of subrogation rights endorsements to all property
insurance policies maintained by each Party.
Supplier agrees to indemnify, defend and hold harmless (i) Kraft and its Affiliates, Altria and its Affiliates (even if Altria ceases to be an
Affiliate of Kraft) and the Eligible Recipients (excluding the Eligible Recipients identified in clauses (h) and (i) in the definition of Eligible
Recipients); and (ii) all of their respective officers, directors, employees, agents, representatives, successors and assigns, from any and all Losses
and threatened Losses due to third party claims (the Eligible Recipients, other than those in clauses (h) and (i) in the definition of such term, and
Affiliates of a Party shall not be deemed third parties for purposes of this Section 17.1 except as provided in Section 17.1.9 ) arising from or in
connection with any of the following:
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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16.2
Risk of Loss
.
17.
INDEMNITIES
17.1
Indemnity by Supplier
.
17.1.1
Representations, Warranties and Covenants
. Supplier’s breach of any of the representations, warranties and covenants set forth in
[ * * * ] (regardless of whether [ * * * ]), and the first sentence of [ * * * ].
17.1.2
Assumed Contracts
. Supplier’s decision to terminate or failure to observe or perform any duties or obligations to be observed or
performed by Supplier under any of the Third Party Software licenses, Equipment Leases or Third Party Contracts assigned to
Supplier or for which Supplier has assumed financial or operational responsibility pursuant to this Agreement, but only to the extent
the cause of action accrues after the date of such assignment to Supplier with respect to contracts assigned to Supplier, or after the
Commencement Date with respect to contracts not assigned to Supplier but for which Supplier has assumed financial or operational
responsibility pursuant to this Agreement.
17.1.3
Licenses, Leases and Contracts
. Supplier’s failure to observe or perform any duties or obligations to be observed or performed by
Supplier under Third Party Software licenses, Equipment leases or Third Party Contracts used by Supplier to provide the Services to
the extent Supplier is financially or operationally responsible or is otherwise informed thereof (but only after the time Supplier is
informed thereof).
17.1.4 Kraft Data or Proprietary Information . Supplier’s breach of its obligations with respect to Kraft Data or Kraft Proprietary
Information set forth in
Sections 13.1
,
13.2.1 , 13.3, 13.4, 13.5
, and
13.6
.
17.1.5 Infringement . Infringement or misappropriation or alleged infringement or alleged misappropriation of a patent, trade secret,
copyright or other proprietary rights in contravention of Supplier’s representations, warranties and covenants in Sections 15.4 and
15.5
. The foregoing