Mondelez 2012 Annual Report Download - page 298

export from the United States under any classification other than EAR99. Supplier will be the importer of record of any items for which import
is required for delivery of any portion of the Services outside the United States and for maintaining such records as may be necessary or required
as importer to comply with such Laws unless, (1) at Kraft’s option, which may be exercised on a case by case basis, Kraft notifies Service
Provider that Kraft will be the importer of record or (2) Supplier is not able to be the importer of record (such as where Supplier does not have a
legal entity in place, or does not own the equipment being shipped) and Kraft can be the importer of record.
Kraft shall have the right to enforce this Agreement and to assert all rights and exercise and receive the benefits of all remedies, including
monetary damages, on behalf of each Eligible Recipient to the same extent as if such Eligible Recipient were Kraft under this Agreement.
Except as expressly provided herein, this Agreement is entered into solely between, and may be enforced only by, Kraft (on behalf of itself and
the other Eligible Recipients) and Supplier (on behalf of itself and the Supplier Affiliates). Except as expressly provided herein, this Agreement
shall not be deemed to create any rights or causes of action in or on behalf of any third parties, including without limitation employees, suppliers
and customers of a Party, or to create any obligations of a Party to any such third parties. Kraft is responsible for: (i) causing each Eligible
Recipient to comply with the provisions of this Agreement where to the extent that Supplier performs the Services for Eligible Recipients, and
(ii) payment of all of Supplier’s Charges hereunder (including those that may be invoiced to an Eligible Recipient). Supplier shall first look to
the Eligible Recipient that has been invoiced for payment under such invoice, provided that Kraft will be responsible for payment should the
Eligible Recipient fail to pay such amounts when due.
Supplier may assign, transfer, pledge, hypothecate or otherwise encumber its rights to receive payments from Kraft under this Agreement,
provided that Supplier shall ensure that (a) no Entity to which Supplier assigns, transfers, pledges, hypothecates or otherwise encumbers its
rights to receive payments hereunder shall have any right to enforce the terms of this Agreement, except for its right to collect such payments
from Kraft or the Eligible Recipients in accordance with the terms and conditions of this Agreement, (b) any Entity to which Supplier assigns,
transfers, pledges, hypothecates or otherwise encumbers its rights to receive payments hereunder shall not be entitled to approve any
amendment, modification or termination of this Agreement, (c) any such transaction shall not limit Supplier’s rights to amend, modify or
terminate this Agreement in accordance with the terms hereof and (d) Supplier shall continue to be Kraft’s sole point of contact with respect to
this Agreement, including with respect to payment, subject to a third party’s right to collect payment owed hereunder as provided above. The
person or Entity to which such rights are assigned, transferred, pledged, hypothecated or otherwise encumbered shall only be able to exercise the
collection right referenced in clause (a) above if Kraft fails to pay Supplier for amounts due hereunder, other than amounts disputed by Kraft
pursuant to Section 12.4 (including amounts where the dispute has been resolved through the dispute resolution process described in Article
19 ).
In the event of a conflict, this amended MPSA shall take precedence over (a) the Schedules, and the Schedules shall take precedence over any
Attachments or attached Exhibits, and (b) any Supplement, and Supplements shall take precedence over the Schedules, Attachments and Exhibits
to such Supplement, except for any term specifically identified as superseding the terms of this Agreement, which term shall control over this
Agreement for that Supplement, Attachment or Exhibit only.
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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21.14
Enforcement and Third Party Beneficiaries
.
21.15
Covenant Regarding Pledging
.
21.16
Order of Precedence
.