Common use of Supplier Cooperation Clause in Contracts

Supplier Cooperation. Supplier shall fully cooperate with and work in good faith with Kraft or Kraft Third Party Contractors as described in the applicable Supplement or requested by Kraft and, except as provided below, at no additional charge to Kraft. Such cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to them; (B) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to them; (C) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Supplier in connection with the Services; (D) ensuring that there is no degradation in the 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. provision of the Services caused by the adjustments made by Supplier in transferring Services to a third party, Kraft or an Eligible Recipient; or (E) any other cooperation or assistance reasonably necessary for Kraft personnel or Kraft Third Party Contractors to perform the work in question. Kraft personnel and Kraft Third Party Contractors shall comply with Supplier’s reasonable security and confidentiality requirements, and shall, to the extent performing work on Software, Equipment or Systems for which Supplier has operational responsibility, or accessing any Supplier facilities, comply with Supplier’s reasonable standards, methodologies and procedures, so as to not compromise the confidentiality or security of any Supplier information, including information of any other customer of Supplier. If, in connection with providing the foregoing assistance to Kraft Third Party Contractors, Supplier is required to use resources it would not otherwise have been required to use to provide the Services either because of the specific skill levels involved or to avoid any adverse impact on the Services or the Service Levels, and Supplier is not compensated for such additional resources through the charging mechanism in the applicable Supplement, then Kraft will compensate Supplier for such assistance on a time and materials basis provided that (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able, using commercially reasonable efforts, to cooperate with the Kraft Third Party Contractor without such additional resources under such circumstances and Supplier provides a reasonable estimate of any impact of such additional resources on the Charges, (ii) Supplier identifies and considers commercially reasonable alternatives, if any, available to avoid such additional resource requirement, and (iii) Supplier uses commercially reasonable efforts to minimize usage of such additional resources.

Supplier Cooperation. Supplier shall fully cooperate with and work in good faith with Kraft or Kraft Third Party Contractors as described in the applicable Supplement Schedule 2 or requested by Kraft and, except as provided below, at no additional charge to Kraft. Such cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to them; (B) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to them; (C) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Supplier in connection with the Services; (D) ensuring that there is no degradation in the 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. provision of the Services caused by the adjustments made by Supplier in transferring Services to a third party, Kraft or an Eligible Recipient; or (E) any other cooperation or assistance reasonably necessary for Kraft personnel or Kraft Third Party Contractors to perform the work in question. Kraft personnel and Kraft Third Party Contractors shall comply with Supplier’s reasonable security and confidentiality requirements, and shall, to the extent performing work on Software, Equipment or Systems for which Supplier has operational responsibility, or accessing any Supplier facilities, comply with Supplier’s reasonable standards, methodologies and procedures, so as to not compromise the confidentiality or security of any Supplier information, including information of any other customer of Supplier. If, in connection with providing the foregoing assistance to Kraft Third Party Contractors, Supplier is required to use resources it would not otherwise have been required to use to provide the Services either because of the specific skill levels involved or to avoid any adverse impact on the Services or the Service Levels, and Supplier is not compensated for such additional resources through the charging mechanism in the applicable SupplementSchedule 4, then Kraft will compensate Supplier for such assistance on a time and materials basis provided that (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able, using commercially reasonable efforts, to cooperate with the Kraft Third Party Contractor without such additional resources under such circumstances and Supplier provides a reasonable estimate of any impact of such additional resources on the Charges, (ii) Supplier identifies and considers commercially reasonable alternatives, if any, available to avoid such additional resource requirement, and (iii) Supplier uses commercially reasonable efforts to minimize usage of such additional resources.

Supplier Cooperation. Supplier shall fully cooperate with and work in good faith with Kraft or Kraft CoreLogic, the other Eligible Recipients and Third Party Contractors as described in the applicable Supplement this Agreement or requested by Kraft and, except as provided below, CoreLogic and at no additional charge to KraftCoreLogic. Such If and to the extent requested by CoreLogic, Supplier shall provide such cooperation may includeby, among other things: (A) timely providing access to any facilities being used to provide the Services, as necessary for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to them; (Bi) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Software Materials and/or Systems to the extent necessary and appropriate for Kraft personnel or Kraft Third Party Contractors CoreLogic, the other Eligible Recipients *** to perform the work assigned to them; (Cii) timely providing reasonably required access to Supplier Facilities; (iii) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software Materials or Systems procured, operated, supported or used by Supplier in connection with the Services; provided that, with respect Managed Services only, such documentation shall be only as necessary to integrate their services with the Services provided by Supplier; (Div) timely providing access to CoreLogic Data to the Eligible Recipients *** in the same manner and to the same extent access to such data is required to be provided by Supplier to CoreLogic; (v) timely providing cooperation and assistance in accordance with Section 20.8 to facilitate the orderly transfer of terminated Services from Supplier to CoreLogic, the other Eligible Recipients ***; (vi) ensuring that there is no degradation in the 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. provision performance of the Services caused by the adjustments made by Supplier in transferring Services following such transfer of Services; (vii) establishing procedures and other arrangements with *** to a third partyensure continuity of seamless service to CoreLogic (e.g., Kraft or an Eligible RecipientRACI charts, multi-supplier governance procedures); or and (Eviii) any other cooperation or assistance reasonably necessary for Kraft personnel or Kraft Third Party Contractors CoreLogic, the other Eligible Recipients *** to perform the work in question. Kraft personnel and Kraft Third Party Contractors CoreLogic Personnel *** shall comply with Supplier’s reasonable security and confidentiality requirements, and shall, to the extent performing work on SoftwareMaterials, Equipment or Systems for which Supplier has operational responsibility, or accessing any Supplier facilities, comply with Supplier’s reasonable standards, methodologies methodologies, and procedures, so as to not compromise the confidentiality or security of any Supplier information, including information of any other customer of Supplier. If, in connection with providing the foregoing assistance to Kraft Third Party Contractors, Supplier is required to use resources it would not otherwise have been required to use to provide the Services either because of the specific skill levels involved or to avoid any adverse impact on the Services or the Service Levels, and Supplier is not compensated for such additional resources through the charging mechanism in the applicable Supplement, then Kraft will compensate Supplier for such assistance on a time and materials basis provided that (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able, using commercially reasonable efforts, to cooperate with the Kraft Third Party Contractor without such additional resources under such circumstances and Supplier provides a reasonable estimate of any impact of such additional resources on the Charges, (ii) Supplier identifies and considers commercially reasonable alternatives, if any, available to avoid such additional resource requirement, and (iii) Supplier uses commercially reasonable efforts to minimize usage of such additional resourcesavoid adversely affecting Supplier’s ability to perform its obligations under this Agreement, and cooperate and work in good faith with Supplier. If requested by CoreLogic, Supplier shall enter into a mutually agreed joint governance and issue resolution document between Supplier *** who provide services similar or related to the Services to an Eligible Recipient.

Supplier Cooperation. (i) Supplier shall fully cooperate with and work in good faith with Kraft Hercules, the Eligible Recipients or Kraft Hercules Third Party Contractors as described in the applicable Supplement Schedule E or requested by Kraft and, except as provided below, Hercules and at no additional charge to KraftHercules, except as otherwise stated below in this Section 4.6(b). Such cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for Kraft Hercules personnel or Kraft Hercules Third Party Contractors to perform the work assigned to themthem (including to install and manage third party software and equipment to provide services to Hercules or Eligible Recipients); (B) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Kraft personnel Hercules, the Eligible Recipients or Kraft Hercules Third Party Contractors to perform the work assigned to them; (C) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Supplier in connection with the Services; (D) ensuring that there is no degradation in the 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. provision of the Services caused by the adjustments made by Supplier in transferring Services to a third party, Kraft Hercules or an Eligible Recipient; (E) at Hercules' request, providing access to Hercules Data to the Eligible Recipients and/or Hercules Third Party Contractors in the same manner and to the same extent access to such data is provided to Hercules, (F) timely providing cooperation and assistance in accordance with Section 4.3 to facilitate the orderly transfer of terminated Services from Supplier to Hercules, the Eligible Recipients and/or Hercules Third Party Contractors or (EG) any other cooperation or assistance reasonably necessary for Kraft personnel or Kraft Hercules, the Eligible Recipients and/or Hercules Third Party 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. Contractors to perform the work in question. Kraft Hercules personnel and Kraft Hercules Third Party Contractors shall comply with Supplier’s reasonable security and confidentiality requirements, and shall, to the extent performing work on Software, Equipment or Systems for which Supplier has operational responsibility, or accessing any Supplier facilities, comply with Supplier’s reasonable standards, methodologies methodologies, and procedures, so as to not compromise the confidentiality or security of any Supplier information, including information of any other customer of Supplier. If, in connection with providing the foregoing assistance to Kraft Third Party Contractors, Supplier is required to use resources it would not otherwise have been required to use to provide the Services either because of the specific skill levels involved or to avoid any adverse impact on the Services or the Service Levels, and Supplier is not compensated for such additional resources through the charging mechanism in the applicable Supplement, then Kraft will compensate Supplier for such assistance on a time and materials basis provided that (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able, using commercially reasonable efforts, to cooperate with the Kraft Third Party Contractor without such additional resources under such circumstances and Supplier provides a reasonable estimate of any impact of such additional resources on the Charges, (ii) Supplier identifies and considers commercially reasonable alternatives, if any, available to avoid such additional resource requirement, and (iii) Supplier uses commercially reasonable efforts to minimize usage of such additional resources.

Supplier Cooperation. Subject to Section 4.3, Supplier shall fully reasonably cooperate with and work in good faith with Kraft or Kraft Ascension Health, the other Eligible Recipients and Third Party Contractors as described in the applicable Supplement this Agreement or requested by Kraft and, except as provided below, Ascension Health and at no additional charge to KraftAscension Health or another Eligible Recipient. Such If any such Third Party Contractor may receive or may have access to any of Supplier’s Confidential Information or intellectual property that constitutes or includes Confidential Information, Supplier’s obligation to cooperate hereunder shall be subject to (y) the execution of a non-disclosure agreement, between Supplier and the applicable Third Party Contractor, that is reasonably satisfactory to Supplier, and (z) Ascension Health and the Eligible Recipient using commercially reasonable efforts to limit such Third Party Contractor’s access to and receipt of such Confidential Information or intellectual property. If and to the extent requested by an Eligible Recipient, Supplier shall provide such cooperation may includeby, among other things: (Ai) timely providing physical access and electronic access (including, at Eligible Recipient’s sole discretion and cost, any temporary Third Party Software licenses required to any facilities being used permit an Eligible Recipient or Third Party Contractor to provide perform services within the ServicesServices environment) to business processes and associated Equipment, as Materials and/or Systems to the extent necessary and appropriate for Kraft personnel Ascension Health, the other Eligible Recipients or Kraft Third Party Contractors to perform the work assigned to them; (Bii) timely providing reasonable electronic and physical required access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Kraft personnel or Kraft Third Party Contractors to perform the work assigned to themSupplier Facilities; (Ciii) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software Materials or Systems procured, operated, supported or used by Supplier in connection with the Services; (Div) ensuring that there timely providing access to Ascension Health Data to the Eligible Recipients and/or Third Party Contractors in the same manner and to the same extent access to such data is no required to be provided by Supplier to Ascension Health; (v) timely providing cooperation and assistance in accordance with Section 20.7 to facilitate the orderly transfer of Affected Services from Supplier to Ascension Health, the other Eligible Recipients and/or Third Party Contractors, except for compensation as provided for in Section 20.7; (vi) using commercially reasonable efforts to prevent degradation in the 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. provision performance of the Services caused by the adjustments made by Supplier in transferring Services following such transfer of Services; (vii) establishing procedures and other arrangements with Third Party Contractors to a third partyensure continuity of service to Ascension Health (e.g., Kraft or an Eligible RecipientRACI charts, multi-supplier governance procedures); or and (Eviii) any other cooperation or assistance reasonably necessary for Kraft personnel or Kraft Ascension Health, the other Eligible Recipients and/or Third Party Contractors to perform the work in question. Kraft personnel and Kraft Third Party Contractors shall comply with Supplier’s reasonable security and confidentiality requirements, and shall, to the extent performing work on Software, Equipment or Systems for which Supplier has operational responsibility, or accessing any Supplier facilities, comply with Supplier’s reasonable standards, methodologies and procedures, so as to not compromise the confidentiality or security of any Supplier information, including information of any other customer of Supplier. If, in connection with providing the foregoing assistance to Kraft Third Party Contractors, Supplier is required to use resources it would not otherwise have been required to use to provide the Services either because of the specific skill levels involved or to avoid any adverse impact on the Services or the Service Levels, and Supplier is not compensated for such additional resources through the charging mechanism in the applicable Supplement, then Kraft will compensate Supplier for such assistance on a time and materials basis provided that (i) Supplier notifies Kraft prior to its final decision that Supplier will not be able, using commercially reasonable efforts, to cooperate with the Kraft Third Party Contractor without such additional resources under such circumstances and Supplier provides a reasonable estimate of any impact of such additional resources on the Charges, (ii) Supplier identifies and considers commercially reasonable alternatives, if any, available to avoid such additional resource requirement, and (iii) Supplier uses commercially reasonable efforts to minimize usage of such additional resources.Party