Mondelez 2012 Annual Report Download - page 326

“ Supplier Owned Materials ” shall have the meaning given in Section 14.3.1.
“ Supplier Owned Software ” shall mean any Software owned by Supplier and used to provide the Services.
“ Supplier Personnel ” shall mean those employees, representatives, contractor personnel, subcontractor personnel and agents of Supplier,
Subcontractors and Supplier Affiliates who perform any Services under this Agreement.
“ System ”
shall mean an interconnected grouping of manual or electronic processes, including Equipment, Software and associated attachments,
features, accessories, peripherals and cabling, and all additions, modifications, substitutions, Upgrades or enhancements to such System, to the
extent a Party has financial or operational responsibility for such System or System components under the applicable Supplement. System shall
include all Systems in use or required to be used as of the Commencement Date, all additions, modifications, substitutions, Upgrades or
enhancements to such Systems and all Systems installed or developed by or for Kraft, the Eligible Recipients or Supplier following the
Commencement Date.
“ Systems Software ” shall mean all Software that perform tasks basic to the functioning of the Equipment and are required to operate the
Applications Software or otherwise support the provision of Services by Supplier, including operating systems, systems utilities, data security
software, compilers, performance monitoring and testing tools and database managers.
“ Target Baselines ” shall have the meaning set forth in the applicable Supplement.
“ Tax Authority ” shall mean any federal, state, provincial, regional, territorial, local or other fiscal, revenue, customs or excise authority, body
or official competent to impose, collect or assess tax.
“ Technological Evolution ” means any improvement, upgrade, addition, modification, replacement, or enhancement to the standards, policies,
practices, processes, procedures, methods, controls, scripts, product information, technologies, architectures, standards, Applications,
Equipment, Software, Systems, tools, products, transport systems, interfaces and personnel skills associated with the performance of information
technology services and related functions in line with the established best practices of first-tier providers of such services, as determined by
Kraft. Technological Evolution includes: (i) higher capacity, further scaling and commercializing of business processes, more efficient and
scalable business processes, new versions and types of applications and systems/network software, new business or IT processes, and new types
of hardware and communications equipment that will enable Supplier to perform the Services more efficiently and effectively as well as enable
Kraft and the Eligible Recipients to meet and support their business requirements and strategies and (ii) any change to the Equipment, Software
or methodologies used to provide the Services that is necessary to bring that function, Equipment or Software or those methodologies into line
with the Kraft Standards and/or current industry standards.
“ Technology Plan ” shall have the meaning given in Section 9.5.5.
“ Term ” shall mean the term for the applicable Supplement.
“ Termination Assistance Services ” shall mean the termination/expiration assistance requested by Kraft to allow the Services to continue
without interruption or adverse effect and to facilitate the orderly transfer of the Services to Kraft or its designee, as such assistance is further
described in Section 4.4 and Schedule 23 .
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.
24