Mondelez 2012 Annual Report Download - page 289

then Kraft may, by giving notice to Supplier, terminate the term of this Agreement or the Term of an applicable
Supplement with respect to all or any part of the Services, as of a date specified in the notice of termination. Supplier shall
not be entitled to any Termination Charges in connection with such a termination for cause. If Kraft chooses to terminate
this Agreement or a Supplement in part, the Charges payable under this Agreement or such Supplement will be equitably
adjusted in accordance with the pricing methodology set forth in the applicable Supplement, to reflect such partial
termination. For avoidance of doubt, the Parties acknowledge and agree that a material breach under a Supplement shall be
deemed a material breach under all Supplements for purposes of this provision.
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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that if Supplier works diligently and in good faith to cure such breach in accordance with this provision and
such breach is not capable of being cured within 30 days, Supplier may have up to 15 additional days to cure
such breach if it demonstrates that it is capable of curing such breach within the additional period and the
breach does not materially impair the ability of Kraft or an Eligible Recipient to conduct its business;
(3) commits [ * * * ] of its duties or obligations of which Supplier has [ * * * ] and which [ * * * ] of this
Agreement or an applicable Supplement, and fails to (A) cure such breaches within thirty (30) days after
receiving notice from the time such breaches become a material breach, and (B) give Kraft adequate assurance
that the cause of each of such breaches has been corrected so as not to be repeated again; provided, however
that if, within the twelve (12) month period following the thirty (30) day period described in the preceding
clause (A), Supplier again commits numerous breaches of its duties or obligations of which Supplier has
received notice and which collectively constitute a material breach of this Agreement, Supplier shall not be
entitled to the cure rights described in the preceding clauses (A) and (B);
(4) becomes liable for or incurs Service Level Credits under this Agreement or applicable Supplement that, in the
aggregate, exceed [ * * * ] of the cumulative At Risk Amount under this Agreement or a Supplement during
any rolling six-month period, provided that for purposes of determining whether there is a right to terminate
under this clause (4), no single Service Level in any month shall be counted for more than [ * * * ] of the At
Risk Amount for that month;
(5) fails to perform in accordance with the Minimum Service Level for a Critical Service Level for [ * * * ]
consecutive months or during [ * * * ] of any [ * * * ] consecutive month period; or
(6)
commits a material breach of
Section 15.7
of this Agreement;
20.1.1.2 The express acknowledgment that a certain amount of Service Level Credits or number of Service Level defaults
constitutes grounds for termination under Section 20.1.1.1
does not imply that a lesser amount or number cannot constitute
a material breach of this Agreement and therefore grounds for termination under other subsections.