Mondelez 2012 Annual Report Download - page 319

“ Notice of Election ” shall have the meaning given in Section 17.5.1.
“ Notice of Mediation ” shall have the meaning given in Section 19.2.3.
“ Out-of-Pocket Expenses ” shall mean reasonable, demonstrable and actual out-of-pocket expenses due and payable to a third party by
Supplier that are approved in advance by Kraft and for which Supplier is entitled to be reimbursed by Kraft under this Agreement. Out-of-
Pocket
Expenses shall not include Supplier’s overhead costs (or allocations thereof), general and/or administrative expenses or other mark-ups. Out-of-
Pocket Expenses shall be calculated at Supplier’s actual incremental expense and shall be net of all rebates and allowances.
“ Party” and “Parties” shall have the meaning given in the preamble to this Agreement.
“ Pass-Through Expenses ” shall mean the types of expenses, if any, listed in the applicable Supplement, as such list may be amended by Kraft
from time to time, for which Kraft has agreed in advance to be financially responsible, in accordance with Article 11 of this Agreement,
following processing and review of the third party invoice by Supplier. Supplier shall not separately charge any handling or administrative
charge in connection with its processing or review of such invoices.
“ Performance Category ” shall mean a grouping of Service Levels as set forth in the applicable Supplement. Critical Deliverables do not
constitute a Performance Category.
“ Personnel Projection Matrix ” shall have the meaning given in Section 8.1.6 .
“ Policy and Procedures Manual ” shall have the meaning given in Section 9.1.1 .
“ Pool Percentage Available for Allocation ” shall have the meaning given in the applicable Supplement.
“ Portable Network Devices ” shall mean portable, hand-
held Equipment used by Authorized Users for telecommunications access and services
devices, as listed in the applicable Supplement, where such list may be updated from time to time by Kraft after a review of the update has gone
through Change Control Procedures in accordance with Section 9.6 of the Agreement. Portable Network Devices do not include personal
computers or laptops.
“ Principles ” shall have the meaning given in Section 8.3.2 .
“ Priority ” shall mean the classification of a problem or incident as recorded in the Problem Tracking System. Priority shall be set at one of P1,
P2, P3, or P4.
“Priority 1” or “P1” shall mean that a problem or incident has a critical degree of business impact and shall refer to a major system, product, or
component failure that impacts level of service and affects a major function of the business, as a result of which the business is unable to
function until the failure is resolved. Problems or incidents involving a single user’s system or access will not be considered a Priority 1, except
for those systems or access identified as plant floor equipment. Desktops and laptops may not generate P1 problems, with the exception of the
Kraft designated plant floor desktops and laptops (which may generate P1 problems) that Supplier has agreed may generate P1 problems.
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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