Mondelez 2012 Annual Report Download - page 290

Beginning [ * * * ] months after the Commencement Date of a Supplement, Kraft may terminate such Supplement, in whole or in part, with
respect to all or any portion of the Services under such Supplement for convenience and without cause with effect at any time by giving Supplier
at least three months’ prior notice designating the termination date. If Kraft elects to terminate on this basis, Kraft shall pay to Supplier a
Termination Charge calculated in accordance with the applicable Supplement. In the event that a purported termination for cause by Kraft under
Section 20.1 is determined by a competent authority not to be properly a termination for cause, then such termination by Kraft shall be deemed
to be a termination for convenience under this Section 20.2 .
In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under this
Agreement) or the Entity that Controls Supplier (if any), where such control is acquired, directly or indirectly, in a single transaction or series of
related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the
Services under this Agreement) are acquired by any entity, or Supplier (or that portion of Supplier providing all or any material portion of the
Services under this Agreement) is merged with or into another entity to form a new entity, then at any time within 12 months after the last to
occur of such events, Kraft may at its option terminate the Term by giving Supplier at least 90 days’ prior notice and designating a date upon
which such termination shall be effective; provided, however, if such change in Control of Supplier involves a [ * * * ], Kraft may terminate the
Term by giving Supplier at least 60 days’ prior notice, and such [ * * * ] shall be prohibited from any contact with Kraft Data, Kraft Proprietary
Information and any and all other information about the Kraft account, including discussions with Supplier Personnel regarding specifics relating
to the Services. Supplier shall be entitled to [ * * * ], calculated in accordance with the applicable Supplement, in connection with a termination
on this basis.
In the event that, in a single transaction or series of transactions, Kraft acquires or is acquired by any other Entity (by stock sale, asset sale or
otherwise) or merges with any other Entity, then, at any time within 12 months after the last to occur of such events, Kraft may at its option
terminate the Term by giving Supplier at least 90 days prior notice and designating a date upon which such termination shall be effective. If
Kraft terminates on this basis, Supplier shall be entitled to Termination Charges, calculated in accordance with the applicable Supplement.
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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20.1.1.3 Kraft’s right to terminate pursuant to
Section 20.1.1.1
will cease after [ * * * ] days following the date which is the later of
the date (i) upon which it has cured the breach that gave rise to Kraft's termination right pursuant to Section 20.1.1.1 , and
(ii) the date that Supplier has provided written notification that it has cured the breach.
20.1.2
By Supplier
. In the event that Kraft fails to pay Supplier undisputed charges exceeding in the aggregate [ * * * ], or Kraft fails to
place disputed amounts into escrow to the extent required by Section 12.4.6 , by the specified due date and fails to cure such default
within [ * * * ] days after Kraft’s Chief Information Officer receives a notice from Supplier of such failure and Supplier’s intention to
terminate for failure to make such payment, Supplier may, by notice to Kraft, terminate the Term. Supplier acknowledges and agrees
that Sections 20.1.2 and 20.5 describe Supplier’s sole right to terminate this Agreement or a Supplement and Supplier hereby waives
any other rights it may have to terminate this Agreement or any Supplement under this Agreement.
20.2
Termination for Convenience
.
20.3 Termination Upon Supplier Change of Control
.
20.4 Termination Upon Kraft Change of Control
.