Mondelez 2012 Annual Report Download - page 280

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.
131
18.2.3
Substitute Services; Termination
. If any event described in
Section 18.2.1
has substantially prevented, hindered or delayed or is
reasonably expected to substantially prevent, hinder or delay the performance by Supplier or one of its Subcontractors of Services
necessary for the performance of critical Kraft or Eligible Recipient functions for longer than the recovery period specified in the
applicable disaster recovery plan or, if there is no such recovery period, [ * * * ], Kraft may procure such Services from an alternate
source, and Supplier shall be solely liable for payment for such services from the alternate source for so long as the delay in
performance shall continue, provided that Kraft continues to pay Supplier the Charges for such Services with respect to the period of
non-performance, and Kraft has not terminated the affected portion of the Services. Kraft may at its option elect to pay the alternate
source directly in lieu of paying Supplier for the affected services. In addition, if any event described in Section 18.2.1 substantially
prevents, hinders or delays the performance by Supplier or one of its Subcontractors of Services necessary for the performance of
critical Kraft functions (i) for more than [ * * * ] days, and Supplier has not obtained such Services from another source on a
temporary basis, Kraft, at its option, may terminate any portion of this Agreement so affected and the charges payable hereunder shall
be equitably adjusted to reflect those terminated Services; or (ii) for more than [ * * * ] days, and Supplier has not obtained the
Services from another source on a temporary basis, Kraft, at its option, may terminate this Agreement in its entirety. If the termination
described in the preceding sentence results from [ * * * ] that impacts a Supplier Facility or that otherwise [ * * * ] from being able to
[ * * * ], [ * * * ] shall not be obligated to pay any [ * * * ] in connection with [ * * * ]. [ * * * ] shall be obligated to pay the [ * * * ]
in the event the [ * * * ] results from a [ * * * ] on a [ * * * ] or a [ * * * ]. Except as described above, [ * * * ] shall not have the right
to additional [ * * * ] or increased [ * * * ] as a result of any [ * * * ] affecting [ * * * ] ability to [ * * * ].
18.2.4
Disaster Recovery and Business Continuity Plans
. Within 90 days after the Effective Date or by the Commencement Date,
whichever occurs first, Supplier shall document its disaster-recovery plan for the Services and ensure that it is consistent with and will
operate in conjunction with the standards and plans referred to in the applicable Supplement. Supplier shall execute its disaster-
recovery plan upon the occurrence of a disaster and cooperate with Kraft in the execution of Kraft’s and/or the Eligible Recipients’
business
-
continuity and disaster
-
recovery plans.
18.2.5
Payment Obligation
. If Supplier fails to provide Services in accordance with this Agreement due to the occurrence of a force
majeure event, all amounts payable to Supplier hereunder shall be equitably adjusted in a manner such that Kraft is not required to pay
any amounts for Services that it is not receiving from Supplier, unless such Services are obtained from an alternate source at Supplier’
s
expense pursuant to
Section 18.2.3
.
18.2.6 Allocation of Resources . Without limiting Supplier’s obligations under this Agreement, whenever a force majeure event or disaster
causes Supplier to allocate limited resources between or among Supplier’s customers and Affiliates, Kraft and the Eligible Recipients
shall receive at least the same treatment as comparable Supplier customers. In no event will Supplier re-deploy or re-assign any Key
Supplier Personnel to another customer or account in the event of the occurrence of a force majeure event.
18.3
Limitation of Liability
.
18.3.1
Exclusions from Liability
.