Mondelez 2012 Annual Report Download - page 303

SCHEDULE 1
DEFINITIONS
References to the preamble, articles, sections, schedules and exhibits in this Schedule 1 are to the preamble, Articles and Sections of, and
Schedules and Exhibits to, the Agreement unless otherwise specified. As used in this Agreement:
“ Acceptance ” shall mean the determination, in Kraft’s sole reasonable discretion, following implementation, installation, testing and execution
in the production environment for an agreed upon number of business cycles that Software, Equipment, Systems and/or other contract
deliverables are in Compliance in all material respects with the Specifications.
“ Acquired Assets Credit ” shall mean the amount (if any) set forth on the applicable Supplement that Supplier will pay to Kraft as
consideration for the Acquired Assets.
“ Acquired Assets ” shall mean the Equipment, Software and other assets (if any) owned or controlled by Kraft or the Eligible Recipients and
listed on the applicable Supplement that Supplier will acquire pursuant to the terms of this Agreement.
“ Actual Uptime ” shall mean shall mean the measurement of time that a particular System, Application, Software, Equipment, Network or any
other part of the Services is actually available during the Measurement Window, and such measurement will be calculated by subtracting
Downtime from the Scheduled Uptime.
“ Actual Volumes ” means, for each Resource Unit during each applicable measurement period, the actual volume of that Resource Unit
measured for that period in accordance with the applicable Supplement.
“ Additional Resource Charge(s) ” or “ ARC(s) ” means, for any Billable Resource Unit, the incremental charge payable by Kraft to Supplier
based on the amount by which the Actual Volume of such Billable Resource Unit exceeds the Resource Baseline for such Billable Resource
Unit.
“ Affected Contractors ” means the Affected Personnel who are contractors.
“ Affected Kraft Foods Global Personnel ” means the Kraft Personnel who are identified in the applicable Supplement, including all of the
individuals listed in the applicable Supplement.
“ Affected Personnel ” means the Affected Kraft Foods Global Personnel “ Affiliate ” shall mean with respect to any Entity, any other Entity
that directly or indirectly Controls, is Controlled by or under common Control with such Entity at the time in question.
“ Agreement ” shall have the meaning given in the preamble to this Agreement.
“ AICPA Auditors ” shall have the meaning given in Section 9.10.9.1 .
“ Allocation of Pool Percentage ” shall mean the portion of the Pool Percentage Available for Allocation that is specified for a Performance
Category. The total of all Allocation of Pool Percentages shall not exceed the Pool Percentage Available for Allocation.
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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