Mondelez 2012 Annual Report Download - page 276

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.
127
17.2.5
Infringement
. Infringement or misappropriation or alleged infringement or alleged misappropriation of a patent, trade secret,
copyright or other proprietary rights with respect to any Software or Materials made available by Kraft to Supplier hereunder or
otherwise in contravention of Kraft’
s representations, warranties and covenants in [ * * * ]. The Parties agree and acknowledge that the
Services do not include any call center services for Kraft’s customers or automated attendant services for such customer call centers
involving computer telephony integration.
17.2.6
Taxes
. Taxes, together with interest and penalties that are the responsibility of Kraft under
Section 11.4
.
17.2.7
Kraft Affiliate, Eligible Recipient or Third Party Contractor Claims
. Any claim, other than an indemnification claim or insurance
claim under this Agreement, initiated by a Kraft Affiliate, an Eligible Recipient (other than Kraft, or an entity described in clauses
(h) and (i) in the definition of
“
Eligible Recipient
”
)
or a Kraft Third Party Contractor asserting rights under this Agreement.
17.2.8
Government Claims
. Claims for fines, penalties, sanctions, interest or other monetary remedies imposed by a governmental body,
regulatory agency or standards organization resulting from Kraft’s failure to perform its responsibilities under this Agreement (in the
case of
Section
[ * * * ], regardless of whether [ * * * ]).
17.2.9 Employment Claims . Any claim relating to any (a) violation by Kraft or the Eligible Recipients, or their respective officers,
directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any
common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting
discrimination or harassment on the basis of a protected characteristic, (b) liability arising or resulting from a Transitioned Employee’
s
employment with Kraft prior to the Employment Effective Date with Supplier, (c) payment or failure to pay any salary, wages or other
cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned
Employee prior to such Transitioned Employee’s Employment Effective Date with Supplier, (d) (i) all accrued employee pension or
other benefits of any Kraft employee who does not become a Transitioned Employee and (ii) those employee pension or other benefits
of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (e) other
aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims
for breach of an express or implied contract of employment, and/or (f) liability resulting from representations (oral or written) to the
Kraft employees identified on the applicable Supplement by Kraft or the Eligible Recipients (or their respective officers, directors,
employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than
representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to
correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful
actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with Supplier’s responsibilities under this
Agreement, or involving any matters for which Supplier has an indemnity obligation under
Section 17.1.11
; and
17.2.10
Kraft Personnel Injury Claims
. Any claim by Kraft Personnel for death, personal injury or bodily injury suffered on a Supplier
Facility, except to the extent caused by Supplier
’
s gross negligence or willful misconduct.