Mondelez 2012 Annual Report Download - page 288

This Agreement and performance under it shall be governed by and construed in accordance with the applicable laws of the State of Illinois,
without giving effect to the principles thereof relating to conflicts of laws. The application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded.
Without altering either Party's rights or obligations under Section 12.1.4 , no claims to be resolved under this Article 19 may be asserted by
either Party more than four (4) years after the later of (i) the last date on which the act or omission giving rise to the claim occurred, or (ii) with
respect to invoices issued under this Agreement, the date on which such act or omission was discovered or should reasonably have been
discovered (the election to conduct or not to conduct an audit with respect to an invoice shall not, in and of itself, be evidence of reasonableness
for this purpose); provided, however, that the foregoing shall not apply to claims based upon a Party’
s fraud or willful misconduct, or a claim for
which a Party has an indemnity obligation under this Agreement in which event the applicable statute of limitations shall apply. Failure to make
such a claim (but not including claims referred to in the proviso of the preceding sentence) within such four-year period shall forever bar the
claim.
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.
139
19.6
Continued Performance
.
19.6.1
General
. Subject to
Section 19.6.2
, each Party agrees that it shall, unless otherwise directed by the other Party, continue performing
its obligations under this Agreement while any dispute is being resolved; provided, that this provision shall not operate or be construed
as extending the Term of this Agreement or prohibiting or delaying a Party’
s exercise of any right it may have to terminate the Term as
to all or any part of the Services. For purposes of clarification, Kraft Data may not be withheld by Supplier pending the resolution of
any dispute.
19.6.2
Non
-
Interruption of Service
. Supplier acknowledges and agrees that any interruption to the Service may cause irreparable harm to
Kraft and/or the Eligible Recipients, in which case an adequate remedy at law would not be available. Subject to Supplier’s right to
terminate the Term pursuant to Section 20.1.2 , Supplier expressly acknowledges and agrees that, pending resolution of any dispute or
controversy, it shall not deny, withdraw or restrict Supplier’s provision of the Services to Kraft and/or the Eligible Recipients under
this Agreement, except as specifically and expressly agreed in writing by Kraft and Supplier.
19.7
Governing Law
.
19.8
Expiration of Claims.
20.
TERMINATION
20.1
Termination for Cause
.
20.1.1
By Kraft
.
20.1.1.1
If Supplier:
(1)
commits a material breach of its obligations with respect to Transition Services as provided in
Section 4.2.7
;
(2) commits a material breach of this Agreement or an applicable Supplement, which breach is not cured within 30
days after notice of the breach from Kraft; provided