Common use of Employment Claims Clause in Contracts

Employment Claims. Any claim relating to any (a) violation by Kraft or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (b) liability arising or resulting from a Transitioned Employee’s employment with Kraft prior to the Employment Effective Date with Supplier, (c) payment or failure to pay any salary, wages or other cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employment Effective Date with Supplier, (d) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Transitioned Employee and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (e) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or (f) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement by Kraft or the Eligible Recipients (or their respective officers, directors, employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a the employment of Supplier Personnel (including Transitioned Employee’s Employees) by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Supplier Personnel); (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Supplier Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel (including Transitioned Employees) with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, ; and/or (fvi) liability resulting from representations (oral or written) to the Affected Kraft employees identified on the applicable Supplement Foods Global Personnel or any other Affected Personnel by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment Affected Kraft Foods Global Personnel or any other Affected Personnel by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierKraft, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier Affiliates or Subcontractors the failure of Kraft, the Eligible Recipients, or their failure Kraft Third Party Contractors to comply with SupplierKraft’s responsibilities under this Agreement. For purposes of this Agreement, or involving any matters Supplier has no liability, and is not responsible, for which Supplier claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.1.11; and17.2.9.

Employment Claims. Any claim relating to any any: (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a Transitioned Employee’s the employment with Kraft prior of Supplier Personnel by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Supplier Personnel); (ciii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employment Effective Date with SupplierSupplier Personnel, (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Transitioned Employee and Supplier Personnel; (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of co-employment or joint employment, and/or ; (fvi) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement any Affected Employees by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment any Affected Employees by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of such offers (including compensation and employee benefits), (vii) liability resulting from Supplier’s failure to maintain a safe, representations that Supplier knew healthy and non-discriminatory working environment in compliance with all applicable laws and regulations, and/or (viii) liability resulting from Supplier’s failure to be inaccurate honor and failed observe all obligations of a respective Eligible Recipient provided for in any collective bargaining agreement which govern the employment of any Contract Employees as it relates to correct and/or representations made the employees covered by Supplier in this Agreement)the particular collective bargaining agreement, except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates the Eligible Recipients or Subcontractors or their failure to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; andThird Party Contractors

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a the employment of Supplier Personnel (including Transitioned Employee’s Employees from and after their Employment Effective Date) by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date wages and salaries of such Supplier Personnel); (iii) [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with Supplierthe Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, (c) as amended. payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Supplier Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates) with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, ; and/or (fvi) liability resulting from representations (oral or written) to the Kraft Triad or Eligible Recipient employees identified on the applicable Supplement or in accordance with Schedule M.1 by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the Triad or Eligible Recipient employees identified on or in accordance with Schedule M.1 by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made by such persons or entities in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from (i) any wrongful act or omission of Triad, the wrongful actions of Eligible Recipients, or Triad Third Party Contractors, (ii) errors or inaccuracies in the information provided by Triad and faithfully communicated by Supplier, Supplier Affiliates or Subcontractors (iii) the failure of Triad, the Eligible Recipients, or their failure Triad Third Party Contractors to comply with SupplierTriad’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim Claim (including claims by Transitioned Personnel) relating to any (ai) joint employment of CSC Personnel by Sears, any other Eligible Recipients (including their respective Personnel), (ii) violation by Kraft or the Eligible RecipientsCSC, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international its Affiliates or other CSC Personnel of any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (biii) liability arising or resulting from a the employment or engagement of CSC Personnel (including Transitioned Employee’s Personnel) by CSC, its Affiliates or other CSC Personnel (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such CSC Personnel), (civ) payment or failure to pay any salary, wages or other cash compensation due and owing to any CSC Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Personnel from and after their Employment Effective Date with SupplierDates), (dv) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a CSC Personnel (including Transitioned Employee Personnel) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (evi) other aspects of any Transitioned Employee’s the employment relationship of CSC Personnel (including Transitioned Personnel) with Kraft CSC, its Affiliates or other CSC Personnel or the termination of such relationship, including claims Claims for wrongful discharge, Claims for breach of an express or implied employment contract of employmentand increases in unemployment insurance premiums, and/or (fvii) liability resulting from representations (whether oral or written) to the Kraft employees identified on the applicable Supplement Transitioned Personnel made, or alleged to have been made, by Kraft CSC, its Affiliates or the Eligible Recipients (other CSC Personnel, or their respective officers, directors, employees, representatives other acts or agents) omissions with respect to their employment the Transitioned Personnel by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierSears, Supplier Affiliates the Eligible Recipients, errors or Subcontractors inaccuracies in the information provided by Sears and faithfully communicated by CSC or their the failure of the Eligible Recipients to comply with Supplier’s Sears’ responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim Claim (including claims by Transitioned Personnel) relating to any (ai) joint employment of CSC Personnel by Sears, any other Eligible Recipients (including their respective Personnel), (ii) violation by Kraft or the Eligible RecipientsCSC, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international its Affiliates or other CSC Personnel of any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (biii) liability arising or resulting from a the employment or engagement of CSC Personnel (including Transitioned Employee’s Personnel) by CSC, its Affiliates or other CSC Personnel (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such CSC Personnel), (civ) payment or failure to pay any salary, wages or other cash compensation due and owing to any CSC Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Personnel from and after their Employment Effective Date with SupplierDates), (dv) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a CSC Personnel (including Transitioned Employee Personnel) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (evi) other aspects of any Transitioned Employee’s the employment relationship of CSC Personnel (including Transitioned Personnel) with Kraft CSC, its Affiliates or other CSC Personnel or the termination of such relationship, including claims Claims for wrongful discharge, Claims for breach of an express or implied employment contract of employmentand increases in unemployment insurance premiums, and/or (fvii) liability resulting from representations (whether oral or written) to the Kraft employees identified on the applicable Supplement Transitioned Personnel made, or alleged to have been made, by Kraft CSC, its Affiliates or the Eligible Recipients (other CSC Personnel, or their respective officers, directors, employees, representatives other acts or agents) omissions with respect to their employment the Transitioned Personnel by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierSears, Supplier Affiliates the Eligible Recipients, errors or Subcontractors inaccuracies in the information provided by Sears and faithfully communicated Table of Contents by CSC or their the failure of the Eligible Recipients to comply with Supplier’s Sears’ responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating (including claims by Affected Employees considered for employment and/or hired by Supplier, Supplier Affiliates or Subcontractors) to the extent resulting from any (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a Transitioned Employee’s the employment with Kraft prior of Supplier Personnel by Supplier, Supplier Affiliates or Subcontractors (including Affected Employees hired by Supplier, Supplier Affiliates or Subcontractors from and after their Employment Effective Dates) (including liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Supplier Personnel); (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (i) any Kraft employee who does not become a Transitioned Employee including Affected Employees hired by Supplier, Supplier Affiliates or (ii) any Transitioned Employee prior to such Transitioned Employee’s Subcontractors from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued payment or failure to pay any employee pension or other benefits of due and owing to any Kraft employee who does not become a Transitioned Employee and Supplier Personnel (ii) those employee including Affected Employees hired by Supplier, Supplier Affiliates or Subcontractors for pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s from and after their Employment Effective Employment Date with SupplierDates), (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel (including Affected Employees hired by Supplier, Supplier Affiliates or Subcontractors) with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of co-employment or joint employment, and/or (fvi) liability resulting from representations (oral other acts or written) to the Kraft employees identified on the applicable Supplement by Kraft or the Eligible Recipients (or their respective officers, directors, employees, representatives or agents) omissions with respect to their Affected Employees considered for employment and/or hired by Supplier, Supplier Affiliates or its Subcontractors Subcontractors, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees, the rescission of such offers of employment, or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierHercules, the Eligible Recipients, or Hercules Third Party Contractors, errors or inaccuracies in the information provided by Hercules and faithfully communicated by Supplier Affiliates or Subcontractors the failure of Hercules, the Eligible Recipients, or their failure Hercules Third Party Contractors to comply with Supplier’s Hercules' responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Employment Claims. Any claim (including claims by current or former TXUED employees, including Transitioned Employees) relating to any (ai) violation by Kraft TXUED or the Eligible Recipients, or their respective its officers, directors, employees, representatives or agents, agents of Federal, state, provincial, local, international or other any Laws or regulations or any common law Law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of persons (including Transitioned Employee’s employment with Kraft Employees prior to the their Employment Effective Date with SupplierDate) by TXUED, (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any employee of TXUED (iincluding Transitioned Employees prior to their Employment Effective Dates), (iv) employee pension or other benefits of any Kraft employee who does not become of TXUED (including Transitioned Employees prior to their Employment Effective Dates), (v) other aspects of the employment relationship of any employee of TXUED (including Transitioned Employees prior to their Employment Effective Dates and provided, in no event will TXUED be liable for any claim related to a Transitioned Employee Employee’s employment relationship arising on or (ii) any Transitioned Employee prior to after such Transitioned Employee’s Employment Effective Date with Supplier, (d) (i) all accrued employee pension regardless of a finding by any court or other benefits authoritative body that TXUED is or was an employer of any Kraft employee who does not become a such Transitioned Employee and (iion or after his or her Employment Effective Date) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (e) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or (fvi) liability resulting from any representations (oral or written) to the Kraft TXUED employees identified on Schedule M to the applicable Supplement Services Agreement by Kraft or the Eligible Recipients TXUED (or their respective its officers, directors, employees, representatives or agents), or other acts of TXUED prior to the applicable Employment Effective Date in connection with the selection and hiring by Vendor of the TXUED employees identified on Schedule M to the applicable Services Agreement, except, in each case, to the extent arising out of (i) any act, omission, fault or neglect of Vendor (or its officers, directors, employees, representatives or agents), (ii) errors or inaccuracies in the information provided by Vendor and faithfully communicated by TXUED, or (iii) the failure of Vendor (or its officers, directors, employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with SupplierVendor’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating to (including claims by Transitioned Employees) resulting from any (ai) violation by Kraft Provider, Provider Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any applicable Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on Final Confidential and Proprietary Information of IBM and Williams the basis of a protected characteristic, ; (bii) liability arising or resulting from a Transitioned Employee’s the failure by Provider, Provider Affiliates or Subcontractors to collect or withhold for (for any social security or other employment with Kraft prior taxes, workers' compensation claims and premium payments, and contributions applicable to the wages and salaries of such Provider Personnel) for periods after their Employment Effective Date with Supplier, Dates; (ciii) Provider's payment or failure to pay any salary, wages or other cash compensation due and owing to any Provider Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Provider Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects acts and omissions of any Provider in its capacity as employer of Provider Personnel (including Transitioned Employee’s employment relationship Employees) with Kraft Provider, Provider Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of employment, joint employment (unless and to the extent such claims of joint employment are based in material part on acts or omissions of Williams or the Eligible Recipients inconsistent with Williams's rights and obligations under this Agreement); and/or (fvi) liability resulting from representations (oral or written) to the Kraft Williams or Eligible Recipient employees identified on the applicable Supplement SCHEDULE M by Kraft Provider, Provider Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the Williams or Eligible Recipient employees identified on SCHEDULE M by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierWilliams, Supplier Affiliates the Eligible Recipients, or Subcontractors Williams Third Party Contractors, errors or their inaccuracies in the information provided by Williams and faithfully communicated by Provider or the failure of Williams, the Eligible Recipients, or Williams Third Party Contractors to comply with Supplier’s Williams's responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating to any any: (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a Transitioned Employee’s the employment with Kraft prior of Supplier Personnel by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Supplier Personnel); (ciii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employment Effective Date with SupplierSupplier Personnel, (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Transitioned Employee and Supplier Personnel; (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of co-employment or joint employment, and/or ; (fvi) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement any Affected Employees by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment any Affected Employees by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of such offers (including compensation and employee benefits), (vii) liability resulting from Supplier’s failure to maintain a safe, representations that Supplier knew healthy and non-discriminatory working environment in compliance with all applicable laws and regulations, and/or (viii) liability resulting from Supplier’s failure to be inaccurate honor and failed observe all obligations of a respective Eligible Recipient provided for in any collective bargaining agreement which govern the employment of any Contract Employees as it relates to correct and/or representations made the employees covered by Supplier in this Agreement)the particular collective bargaining agreement, except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates the Eligible Recipients or Subcontractors or their failure to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; andThird Party Contractors 17.2

Employment Claims. Any claim relating to any any: (ai) violation by Kraft CoreLogic or the an Eligible RecipientsRecipient, *** or their its respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a the employment of the personnel (including Transitioned Employee’s employment with Kraft Employees for periods prior to the their Employment Effective Date with SupplierDate) by CoreLogic or an Eligible Recipient (including liability for any social security or other employment taxes, workers’ compensation claims and premium payments, and contributions applicable to the wages and salaries of such personnel); (ciii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee Employees, for amounts arising in periods prior to such Transitioned Employee’s their Employment Effective Date with Supplier, Dates; (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Transitioned Employee and (ii) those employee pension or other benefits of from any Transitioned Employee Employees of CoreLogic or an Eligible Recipient accruing prior to such Transitioned Employee’s their Employment Effective Employment Date with Supplier, Date; (ev) other aspects of any Transitioned Employee’s the employment relationship of CoreLogic Personnel with Kraft CoreLogic, Eligible Recipients, Affiliates or *** or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied contract of employmentemployment contract, and/or and (fvi) liability resulting from representations (oral any CoreLogic’s or written) an Eligible Recipient’s failure to the Kraft employees identified on the applicable Supplement by Kraft or the Eligible Recipients (or their respective officers, directors, employees, representatives or agents) comply with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), Schedule 5; except, in each case, to the extent resulting claims described in (i) through (vi) result from the wrongful actions conduct or wrongful act or omission of SupplierSupplier or Supplier Personnel, or the failure of Supplier Affiliates or Subcontractors or their failure Supplier Personnel to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; andSchedule 5.

Employment Claims. Any claim relating to resulting from for any (ai) violation by Kraft Williams or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any applicable Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a Transitioned Employee’s the failure of Williams or the Eligible Recipients to collect or withhold for any social security or other employment with Kraft prior taxes, workers' compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Williams Personnel; (ciii) Williams's payment or failure to pay any salary, wages or other cash compensation due and owing to any employee of Williams or the Eligible Recipients (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee Employees prior to such Transitioned Employee’s their Employment Effective Date with Supplier, Dates); (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become of Williams or the Eligible Recipients (including Transitioned Employees prior to their Employment Effective Dates); (v) other acts and omissions of Williams in its capacity as employer of any employee of Williams or the Eligible Recipients (including Transitioned Employees prior to their Employment Effective Dates) but excluding claims covered by SECTION 17.1(j) (and provided, in no event will Williams be liable for any claim related to a Transitioned Employee and (ii) those employee pension Employee's employment relationship arising on or other benefits of any Transitioned Employee accruing prior to after such Transitioned Employee’s 's Employment Effective Date regardless of a finding by any court or authoritative body that Williams is or was an employer of such Transitioned Employee on or after his or her Employment Date with SupplierEffective Date, (e) other aspects unless and to the extent such claims of any Transitioned Employee’s joint employment relationship with Kraft are based in material part on acts or omissions of Williams or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or Eligible Recipients inconsistent with Williams's rights and obligations under this Agreement); (fvi) liability resulting from representations (oral or written) to the Kraft Williams employees identified on the applicable Supplement SCHEDULE M by Kraft or the Eligible Recipients Williams (or their respective its officers, directors, employees, representatives or agents) with respect ), or the wrongful acts of Williams or the Eligible Recipients prior to their employment by Supplier or its Subcontractors or Affiliates (other than representations made the applicable Employment Effective Date in connection with the authorization or approval selection and hiring by Provider of Supplier, representations that Supplier knew to be inaccurate the Williams employees Final Confidential and failed to correct and/or representations made by Supplier in this Agreement)Proprietary Information of IBM and Williams identified on SCHEDULE M, except, in each case, to the extent resulting from the wrongful actions of SupplierProvider, Supplier Provider Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), errors or inaccuracies in the information provided by Provider and faithfully communicated by Williams, or the failure of Provider, Provider Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents) to comply with Supplier’s Provider's responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any any: (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a the employment of Supplier Personnel (including Transitioned Employee’s Employees from and after their Employment Effective Date) by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Supplier Personnel); (ciii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to any Supplier Personnel (iincluding Transitioned Employees) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s for amounts arising in periods from and after their Employment Effective Date with Supplier, Dates); (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Supplier Personnel (including Transitioned Employee Employees) accruing from and after their Employment Effective Date; (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of employment, and/or co-employment or joint employment (fvi) Supplier’s or any Supplier Personnel’s failure to comply with Schedule 5; and (vii) liability resulting from representations (oral *** by Supplier, Supplier Affiliates or written) to the Kraft employees identified on the applicable Supplement by Kraft or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment any such Affected Employee by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization ***, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting the claims described in (i) through (vii) result from the wrongful actions or omissions of SupplierCoreLogic, Supplier Affiliates the other Eligible Recipients, or Subcontractors Third Party Contractors or their the failure of CoreLogic, the other Eligible Recipients, or Third Party Contractors to comply with SupplierCoreLogic’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating to any (ai) violation by Kraft Oncor or the Eligible Recipients, or their its respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of persons (including Transitioned Employee’s employment with Kraft Employees prior to the their Employment Effective Date with Supplier, Date) by Oncor (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any employee of Oncor (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee Employees prior to such Transitioned Employee’s their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a of Oncor (including Transitioned Employee and (ii) those employee pension or other benefits of any Transitioned Employee accruing Employees prior to such Transitioned Employee’s their Employment Effective Employment Date with SupplierDates), (ev) other aspects of the employment relationship of any employee of Oncor (including Transitioned Employees prior to their Employment Effective Dates and provided, in no event will Oncor be liable for any claim related to a Transitioned Employee’s 's employment relationship with Kraft arising on or the termination after such Transitioned Employee's Employment Effective Date regardless of a finding by any court or authoritative body that Oncor is or was an employer of such relationship, including claims for breach of an express Transitioned Employee on or implied contract of employment, after his or her Employment Effective Date) and/or (fvi) liability resulting from any representations (oral or written) to the Kraft Oncor employees identified on Schedule M to the applicable Supplement Services Agreement by Kraft or the Eligible Recipients Oncor (or their respective its officers, directors, employees, representatives or agents), or other acts of Oncor prior to the applicable Employment Effective Date in connection with the selection and hiring by Vendor of the Oncor employees identified on Schedule M to the applicable Services Agreement, except, in each case, to the extent arising out of (i) any act, omission, fault or neglect of Vendor (or its officers, directors, employees, representatives or agents), (ii) errors or inaccuracies in the information provided by Vendor and faithfully communicated by Oncor, or (iii) the failure of Vendor (or its officers, directors, employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with Supplier’s Vendor's responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating (including claims by Transitioned Employees) to the extent resulting from any (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of Supplier Personnel (including Transitioned Employee’s Employees) by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such Supplier Personnel), (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued Supplier’s failure to pay employee pension or other benefits of any Kraft employee who does not become a Supplier Personnel (including Transitioned Employee Employees for benefits due and owed to any Supplier Personnel and accruing from and after their Employment Effective Dates), (iiv) those employee pension other acts or other benefits omissions of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, Supplier Affiliates or Subcontractors in their capacity as an employer of Supplier Personnel (eincluding Transitioned Employees) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, and/or (fvi) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement Schedule M by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the employees identified on Schedule M by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees, the rescission of such offers of employment, or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierABM, Supplier Affiliates the Eligible Recipients, or Subcontractors ABM Third Party Contractors (or their respective officers, directors, employees, representatives or agents, other than the employees identified on Schedule M), errors or inaccuracies in the information provided by ABM and faithfully communicated by Supplier or the failure of ABM, the Eligible Recipients, or ABM Third Party Contractors (or their respective officers, directors, employees, representatives or agents, other than the employees identified on Schedule M) to comply with SupplierABM’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating (including claims by Transitioned Employees) to the extent resulting from any (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of Supplier Personnel (including Transitioned Employee’s Employees) by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such Supplier Personnel), (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued Supplier’s failure to pay employee pension or other benefits of any Kraft employee who does not become a Supplier Personnel (including Transitioned Employee Employees for benefits due and owed to any Supplier Personnel and accruing from and after their Employment Effective Dates), (iiv) those employee pension other acts or other benefits omissions of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, Supplier Affiliates or Subcontractors in their capacity as an employer of Supplier Personnel (eincluding Transitioned Employees) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, and/or (fvi) liability resulting from representations (oral or written) to the Kraft employees identified on Schedule M to the applicable Supplement Original Agreement by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the employees identified on such Schedule M by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees, the rescission of such offers of employment, or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierABM, Supplier Affiliates the Eligible Recipients, or Subcontractors ABM Third Party Contractors (or their respective officers, directors, employees, representatives or agents, other than the employees identified on Schedule M), errors or inaccuracies in the information provided by ABM and faithfully communicated by Supplier or the failure of ABM, the Eligible Recipients, or ABM Third Party Contractors (or their respective officers, directors, employees, representatives or agents, other than the employees identified on Schedule M) to comply with SupplierABM’s responsibilities under this Agreement. [FOR THE AVOIDANCE OF DOUBT, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; andTHE PARTIES ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING THIS SECTION 17.1(J), NO ADDITIONAL AFFECTED EMPLOYEES OR TRANSITIONED EMPLOYEES ARE CONTEMPLATED IN CONNECTION WITH SUPPLIER’S ASSUMPTION OF RESPONSIBILITY FOR DATA CENTER SERVICES UNDER THIS AMENDED AND RESTATED AGREEMENT.]

Employment Claims. Any claim (including claims by current or former TXUED employees, including Transitioned Employees) relating to any (ai) violation by Kraft Vendor or the Eligible Recipients, or their respective its officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law Law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of Vendor Personnel (including Transitioned Employee’s Employees) by Vendor (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such Vendor Personnel), (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Vendor Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Vendor Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Vendor Personnel (including Transitioned Employees) with Kraft Vendor or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of employment, joint employment and/or (fvi) liability resulting from representations (oral or written) to the Kraft TXUED employees identified on Schedule M to the applicable Supplement Services Agreement by Kraft or the Eligible Recipients Vendor (or their its respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the TXUED employees identified on Schedule M to the applicable Services Agreement by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from arising out of: (i) any act, omission, fault or neglect of TXUED or TXUED Third Party Contractors, (ii) errors or inaccuracies in the wrongful actions information provided by TXUED and faithfully communicated by Vendor or (iii) the failure of Supplier, Supplier Affiliates TXUED or Subcontractors or their failure TXUED Third Party Contractors to comply with SupplierTXUED’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ai) violation by Kraft Service Provider, Service Provider Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of Service Provider Personnel (including Transitioned Employee’s Employees) by Service Provider, Service Provider Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such Service Provider Personnel), (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Service Provider Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDate), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Service Provider Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Service Provider Personnel (including Transitioned Employees) with Kraft Service Provider, Service Provider Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, and/or (fvi) liability resulting from representations (oral or written) to the Kraft Allegheny or Eligible Recipient employees identified on the applicable Supplement Schedule 5A by Kraft Service Provider, Service Provider Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the Allegheny or Eligible Recipient employees identified on Schedule 5A by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierAllegheny, Supplier Affiliates the Eligible Recipients, or Subcontractors Allegheny Third Party Contractors, errors or their inaccuracies in the information provided by Allegheny and faithfully communicated by Service Provider or the failure of Allegheny, the Eligible Recipients, or Allegheny Third Party Contractors to comply with SupplierAllegheny’s responsibilities under this Agreement. For purposes of this Agreement, or involving any matters Service Provider has no liability, and is not responsible, for which Supplier claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Allegheny has an indemnity obligation for such claim under Section 17.1.11; and17.3(j).

Employment Claims. Any claim relating to any (ai) violation by Kraft TXU or the Eligible Recipients, or their its respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of persons (including Transitioned Employee’s employment with Kraft Employees prior to the their Employment Effective Date with Supplier, Date) by TXU (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any employee of TXU (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee Employees prior to such Transitioned Employee’s their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a of TXU (including Transitioned Employee and (ii) those employee pension or other benefits of any Transitioned Employee accruing Employees prior to such Transitioned Employee’s their Employment Effective Employment Date with SupplierDates), (ev) other aspects of the employment relationship of any employee of TXU (including Transitioned Employees prior to their Employment Effective Dates and provided, in no event will TXU be liable for any claim related to a Transitioned Employee’s 's employment relationship with Kraft arising on or the termination after such Transitioned Employee's Employment Effective Date regardless of a finding by any court or authoritative body that TXU is or was an employer of such relationship, including claims for breach of an express Transitioned Employee on or implied contract of employment, after his or her Employment Effective Date) and/or (fvi) liability resulting from any representations (oral or written) to the Kraft TXU employees identified on Schedule M to the applicable Supplement Services Agreement by Kraft or the Eligible Recipients TXU (or their respective its officers, directors, employees, representatives or agents), or other acts of TXU prior to the applicable Employment Effective Date in connection with the selection and hiring by Vendor of the TXU employees identified on Schedule M to the applicable Services Agreement, except, in each case, to the extent arising out of (i) any act, omission, fault or neglect of Vendor (or its officers, directors, employees, representatives or agents), (ii) errors or inaccuracies in the information provided by Vendor and faithfully communicated by TXU, or (iii) the failure of Vendor (or its officers, directors, employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with Supplier’s Vendor's responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ai) violation by Kraft Supplier, Supplier Affiliates or the Eligible RecipientsSubcontractors, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a the employment of Supplier Personnel (including Transitioned Employee’s Employees) by Supplier, Supplier Affiliates or Subcontractors (including liability for any social security or other employment with Kraft prior taxes, workers’ compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Supplier Personnel); (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Supplier Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Supplier Personnel (including Transitioned Employees) with Kraft Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, ; and/or (fvi) liability resulting from representations (oral or written) to the Affected Kraft employees identified on the applicable Supplement Foods Global Personnel, Affected Tech Center Personnel or any other Affected Personnel by Kraft Supplier, Supplier Affiliates or the Eligible Recipients Subcontractors (or their respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment Affected Kraft Foods Global Personnel, Affected Tech Center Personnel or any other Affected Personnel by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from the wrongful actions of SupplierAltria, its Affiliates, Kraft, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier Affiliates or Subcontractors the failure of Altria, its Affiliates, Kraft, the Eligible Recipients, or their failure Kraft Third Party Contractors to comply with SupplierKraft’s responsibilities under this Agreement. For purposes of this Agreement, or involving any matters Supplier has no liability, and is not responsible, for which Supplier claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.1.11; and17.2.9.

Employment Claims. Any claim relating to for any (ai) violation by Kraft Triad or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, ; (bii) liability arising or resulting from a the employment of persons (including Transitioned Employee’s employment with Kraft Employees prior to the their Employment Effective Date with Supplier, Date) by Triad or the Eligible Recipients; (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any employee of Triad or the Eligible Recipients (iincluding Transitioned Employees prior to their Employment Effective Dates); (iv) employee pension or other benefits of any Kraft employee who does not become of Triad or the Eligible Recipients (including Transitioned Employees prior to their Employment Effective Dates); (v) other aspects of the employment relationship of any employee of Triad or the Eligible Recipients (including Transitioned Employees prior to their Employment Effective Dates), including claims for wrongful discharge, claims for breach or express or implied employment contract and claims of joint employment, but excluding claims covered by Section 17.1(k) (and provided, in no event will Triad be liable for any claim related to a Transitioned Employee Employee’s employment relationship arising on or (ii) any Transitioned Employee prior to after such Transitioned Employee’s Employment Effective Date with Supplier, (d) (i) all accrued employee pension regardless of a finding by any court or other benefits authoritative body that Triad is or was an employer of any Kraft employee who does not become a such Transitioned Employee and on or after his or her Employment Effective Date); (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (e) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or (fvi) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement or in accordance with Schedule M.1 by Kraft Triad, Triad Affiliates or the Eligible Recipients (or its or their respective officers, directors, employees, representatives or agents) ), or the wrongful acts or wrongful omissions of Triad or the Eligible Recipients prior to the applicable Employment Effective Date in connection with respect to their employment the selection and hiring by Supplier of the Triad or its Subcontractors Eligible Recipients employees identified on or Affiliates (other than representations made in accordance with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement)Schedule M.1, except, in each case, to the extent resulting from the (i) any wrongful actions act or wrongful omission of Supplier, Supplier Affiliates or Subcontractors errors or their inaccuracies [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. in the information provided by Supplier and faithfully communicated by Triad and Eligible Recipients, or the failure of Supplier, Supplier Affiliates or Subcontractors to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating to any (a) violation by Kraft or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (b) liability arising or resulting from a Transitioned Employee’s employment with Kraft prior to the Employment Effective Date with Supplier, (c) payment or failure to pay any salary, wages or other cash compensation due and owing to (i) any Kraft employee who does not become a Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employment Effective Date with Supplier, (d) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Transitioned Employee and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with Supplier, (e) other aspects of any Transitioned Employee’s employment relationship with Kraft or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or (f) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement Schedule 5.1 by Kraft or the Eligible Recipients (or their respective officers, directors, employees, representatives or agents) with respect to their employment by Supplier or its Subcontractors or Affiliates (other than representations made with the authorization or approval of Supplier, representations that Supplier knew to be inaccurate and failed to correct and/or representations made by Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of Supplier, Supplier Affiliates or Subcontractors or their failure to comply with Supplier’s responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ai) violation by Kraft Vendor or the Eligible Recipients, or their respective its officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of Vendor Personnel (including Transitioned Employee’s Employees) by Vendor (including liability for any social security or other employment with Kraft prior taxes, workers' compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplierwages and salaries of such Vendor Personnel), (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Vendor Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Vendor Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Vendor Personnel (including Transitioned Employees) with Kraft Vendor or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, ; and/or (fvi) liability resulting from representations (oral or written) to the Kraft TXU employees identified on Schedule M to the applicable Supplement Services Agreement by Kraft or the Eligible Recipients Vendor (or their its respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the TXU employees identified on Schedule M to the applicable Services Agreement by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from arising out of: (i) any act, omission, fault or neglect of TXU or TXU Third Party Contractors, (ii) errors or inaccuracies in the wrongful actions information provided by TXU and faithfully communicated by Vendor or (iii) the failure of Supplier, Supplier Affiliates TXU or Subcontractors or their failure TXU Third Party Contractors to comply with Supplier’s TXU's responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.

Employment Claims. Any claim relating to any (ai) violation by Kraft Allegheny or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a Transitioned Employee’s employment with Kraft Allegheny prior to the his or her Employment Effective Date with SupplierDate, (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to (iA) any Kraft Allegheny employee who does not become a Transitioned Employee or (iiB) any Transitioned Employee prior to such Transitioned Employee’s Employment Effective Date with SupplierDate, (div) (iA) all accrued employee pension or other benefits of any Kraft Allegheny employee who does not become a Transitioned Employee and (iiB) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s employment relationship with Kraft Allegheny or the termination of such relationship, including claims for breach of an express or implied contract of employment, and/or (fvi) liability resulting from representations (oral or written) to the Kraft employees identified on the applicable Supplement Affected Employees by Kraft Allegheny or the Eligible Recipients (or their respective officers, directors, employees, representatives or agents) with respect to their employment by Supplier Service Provider or its Subcontractors or Affiliates (other than representations made with the authorization or approval of SupplierService Provider, representations that Supplier Service Provider knew to be inaccurate and failed to correct and/or representations made by Supplier Service Provider in this Agreement), except, in each case, to the extent resulting from the wrongful actions of SupplierService Provider, Supplier Service Provider Affiliates or Subcontractors or their failure to comply with SupplierService Provider’s responsibilities under this Agreement, or involving any matters for which Supplier Service Provider has an indemnity obligation under Section 17.1.1117.1(k); and

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ai) violation by Kraft Vendor or the Eligible Recipients, or their respective its officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other any Laws or regulations or any common law protecting persons or members of protected classes or categories, including laws or regulations Laws prohibiting discrimination or harassment on the basis of a protected characteristic, (bii) liability arising or resulting from a the employment of Vendor Personnel (including Transitioned Employee’s Employees) by Vendor (including liability for any social security or other employment with Kraft prior taxes, workers' compensation claims and premium payments, and contributions applicable to the Employment Effective Date with Supplier, wages and salaries of such Vendor Personnel) (ciii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Vendor Personnel (i) any Kraft employee who does not become a including Transitioned Employee or (ii) any Transitioned Employee prior to such Transitioned Employee’s Employees from and after their Employment Effective Date with SupplierDates), (div) (i) all accrued employee pension or other benefits of any Kraft employee who does not become a Vendor Personnel (including Transitioned Employee Employees) accruing from and (ii) those employee pension or other benefits of any Transitioned Employee accruing prior to such Transitioned Employee’s after their Employment Effective Employment Date with SupplierDate, (ev) other aspects of any Transitioned Employee’s the employment relationship of Vendor Personnel (including Transitioned Employees) with Kraft Vendor or the termination of such relationship, including claims for wrongful discharge, claims for breach of an express or implied employment contract and claims of joint employment, ; and/or (fvi) liability resulting from representations (oral or written) to the Kraft Oncor employees identified on Schedule M to the applicable Supplement Services Agreement by Kraft or the Eligible Recipients Vendor (or their its respective officers, directors, employees, representatives or agents) ), or other acts or omissions with respect to their employment the Oncor employees identified on Schedule M to the applicable Services Agreement by Supplier such persons or its Subcontractors entities, including any act, omission or Affiliates (other than representations representation made in connection with the authorization interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees or approval the terms and conditions of Supplier, representations that Supplier knew to be inaccurate such offers (including compensation and failed to correct and/or representations made by Supplier in this Agreementemployee benefits), except, in each case, to the extent resulting from arising out of: (i) any act, omission, fault or neglect of Oncor or Oncor Third Party Contractors, (ii) errors or inaccuracies in the wrongful actions information provided by Oncor and faithfully communicated by Vendor or (iii) the failure of Supplier, Supplier Affiliates Oncor or Subcontractors or their failure Oncor Third Party Contractors to comply with Supplier’s Oncor's responsibilities under this Agreement, or involving any matters for which Supplier has an indemnity obligation under Section 17.1.11; and.