Mondelez 2012 Annual Report Download - page 313

“ IMAC(s) ” shall mean installations, moves, adds, changes, de-installations, and cascades for Equipment, Software and related services at
designated Kraft Sites. The repair of Equipment or Software is not an IMAC, even when repair entails a physical visit to a System. Types of
IMACs include Hard IMACs, Soft IMACs, Data IMACs, EUC IMACs, Voice IMACs, and Project IMACs.
“ Income Tax ” shall mean any tax on or measured by the net income of a Party (including taxes on capital or net worth, or gross receipts that
are imposed as an alternative to a tax based on net or gross income), or taxes which are of the nature of excess profits tax, minimum tax on tax
preferences, alternative minimum tax, accumulated earnings tax, personal holding company tax, and capital gains tax.
“ Indirect Goods and Services ” shall mean those goods and services that are purchased by Kraft, consumed directly by Kraft, and not utilized
in Kraft’s provision of its services to its customers. Such goods and services include, for example: travel; office supplies and equipment;
maintenance, repair, and operating supplies/MRO; advertising and marketing services; contract labor; and desktop IT equipment.
“ Interconnect Devices ” shall mean the devices used to enable a portion of the Network to connect with another portion of the Network, in
either a dedicated or dialup mode (e.g., modems, bridges, routers, hubs, switches, gateways).
“ Interest Rate” shall mean the lesser of (i) the prime commercial rate plus two percent per annum as announced from time to time by Citibank,
N.A., and (ii) the highest lawful rate of interest.
“ Invoice Date ” shall mean the date the vendor invoice is received.
“ ITIL ” shall have the meaning given in Section 9.4.1.8 .
“ Key Measurements ” shall mean those Service Levels for which no Service Level Credit is payable, but which are meaningful to Kraft’s
business and are described in the applicable Supplement.
“ Key Supplier Personnel ” shall mean the Supplier Personnel filling the positions designated in Schedule 5.4 as Key Supplier Personnel.
“ Kraft ” shall have the meaning given in the preamble to this Agreement.
“ Kraft Base Case ” shall mean the summary financial base case described in the applicable Supplement, as well as the detailed financial and
budget information underlying such summary base case. The Kraft Base Case shall not be used to determine whether either Party has financial or
operational responsibility for any particular Third Party Contract, or to establish the volume of any assets or Resource Units.
“ Kraft Baseline ” shall have the meaning set forth in the applicable Supplement.
“ Kraft Business Call Center ” shall mean a department or group that handles telephone calls and inquiries that are related to a particular
business function and is staffed by personnel, including Kraft Personnel or third party personnel. PBX and adjunct systems are usually used to
facilitate customer calls, and also to provide reports and metrics to determine both individual and group effectiveness. Kraft Business Call
Centers include: Benefits/HR Call Center, Consumer Response Call Center, and Accounts Payable Call Center and are listed as of the
Supplement Effective Date in the applicable Supplement.
“ Kraft Contract Manager ” shall have the meaning given in Section 10.1.
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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