Common use of Employment Claims Clause in Contracts

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of Kraft, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with Kraft’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ia) violation by Supplier, Supplier Affiliates Kraft or Subcontractorsthe Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of any 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 laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (iib) liability arising or resulting from a Transitioned Employee’s employment with Kraft prior to the employment of Supplier Personnel (including Transitioned Employees) by Employment Effective Date with 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 wages and salaries of such Supplier Personnel); (iiic) payment or failure to pay any salary, wages or other cash compensation due and owing to (i) any Supplier Personnel Kraft employee who does not become a Transitioned Employee or (including ii) any Transitioned Employees from and after their Employee prior to such Transitioned Employee’s Employment Effective Dates)Date with Supplier, (ivd) (i) all accrued employee pension or other benefits of any Supplier Personnel Kraft employee who does not become a Transitioned Employee and (including ii) those employee pension or other benefits of any Transitioned Employees) Employee accruing from and after their prior to such Transitioned Employee’s Effective Employment Effective DateDate with Supplier, (ve) other aspects of the any Transitioned Employee’s employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors 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 (vif) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel employees identified on the applicable Supplement by Kraft or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors the Eligible Recipients (or their respective officers, directors, employees, representatives or agents), or other acts or omissions ) with respect to Affected Kraft Foods Global Personnel their employment by Supplier or any its Subcontractors or Affiliates (other Affected Personnel by such persons or entities, including any act, omission or representation than representations made in connection with the interviewauthorization or approval of Supplier, selection, hiring representations that Supplier knew to be inaccurate and failed to correct and/or transition process, the offers of employment representations made to such employees, the failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefitsby Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of KraftSupplier, the Eligible Recipients, Supplier Affiliates or Kraft Third Party Contractors, errors Subcontractors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the their failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with KraftSupplier’s responsibilities under this Agreement. For purposes of this Agreement, or involving any matters for which Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.17.1.11; and

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned EmployeesEmployees from and after their Employment Effective Date) 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 wages and salaries of such Supplier Personnel); (iii) [**] 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. payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned EmployeesEmployees from and after their Employment Effective Dates) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel Triad or any other Affected Personnel Eligible Recipient employees identified on or in accordance with Schedule M.1 by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel the Triad or any other Affected Personnel Eligible Recipient employees identified on or in accordance with Schedule M.1 by such persons or entities, including any act, omission or representation made by such persons or entities in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the (i) any wrongful actions act or omission of KraftTriad, the Eligible Recipients, or Kraft Triad Third Party Contractors, (ii) errors or inaccuracies in the information provided by Kraft Triad and faithfully communicated by Supplier Supplier, or (iii) the failure of KraftTriad, the Eligible Recipients, or Kraft Triad Third Party Contractors to comply with KraftTriad’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods 117 Global Personnel, Affected Tech Center Personnel or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel, Affected Tech Center Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of Altria, 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 or the failure of Altria, its Affiliates, Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with Kraft’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates Oncor or Subcontractors, or their its respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Personnel persons (including Transitioned EmployeesEmployees prior to their Employment Effective Date) 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 wages and salaries of such Supplier Personnel); Oncor (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel employee of Oncor (including Transitioned Employees from and after prior to their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Personnel employee of Oncor (including Transitioned Employees) accruing from and after Employees prior to their Employment Effective DateDates), (v) other aspects of the employment relationship of Supplier Personnel any employee of Oncor (including Transitioned Employees) with SupplierEmployees prior to their Employment Effective Dates and provided, Supplier Affiliates in no event will Oncor be liable for any claim related to a Transitioned Employee's employment relationship arising on or Subcontractors after such Transitioned Employee's Employment Effective Date regardless of a finding by any court or the termination authoritative body that Oncor is or was an employer of such relationship, including claims for wrongful discharge, claims for breach of express Transitioned Employee on or implied employment contract and claims of joint employment; after his or her Employment Effective Date) and/or (vi) liability resulting from any representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel Oncor employees identified on Schedule M to the applicable Services Agreement by Supplier, Supplier Affiliates or Subcontractors Oncor (or their respective its officers, directors, employees, representatives or agents), or other acts or omissions with respect of Oncor prior to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made the applicable Employment Effective Date in connection with the interview, selection, selection and hiring and/or transition process, by Vendor of the offers of employment made Oncor employees identified on Schedule M to such employees, the failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefits)applicable Services Agreement, except, in each case, to the extent resulting from the wrongful actions arising out of Kraft(i) any act, the Eligible Recipientsomission, fault or Kraft Third Party Contractorsneglect of Vendor (or its officers, directors, employees, representatives or agents), (ii) errors or inaccuracies in the information provided by Kraft Vendor and faithfully communicated by Supplier Oncor, or (iii) the failure of KraftVendor (or its officers, the Eligible Recipientsdirectors, employees, representatives or Kraft Third Party Contractors agents) to comply with Kraft’s Vendor's responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to resulting from for any (i) violation by Supplier, Supplier Affiliates Williams or Subcontractorsthe Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of any applicable Laws or any common law protecting persons or members of protected classes or categories, including Laws laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment failure of Supplier Personnel (including Transitioned Employees) by Supplier, Supplier Affiliates Williams or Subcontractors (including liability the Eligible Recipients to collect or withhold for any social security or other employment taxes, workers’ ' compensation claims and premium payments, and contributions applicable to the wages and salaries of such Supplier Williams Personnel); (iii) Williams's payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel employee of Williams or the Eligible Recipients (including Transitioned Employees from and after prior to their Employment Effective Dates), ; (iv) employee pension or other benefits of any Supplier Personnel employee of Williams or the Eligible Recipients (including Transitioned EmployeesEmployees prior to their Employment Effective Dates); (v) accruing from 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's employment relationship arising on or after their such Transitioned Employee'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 Effective Date, (v) other aspects of unless and to the employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of extent such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employmentemployment 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 (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel Williams employees identified on SCHEDULE M by Williams (or any other Affected Personnel its officers, directors, employees, representatives or agents), or the wrongful acts of Williams or the Eligible Recipients prior to the applicable Employment Effective Date in connection with the selection and hiring by SupplierProvider of the Williams employees Final Confidential and Proprietary Information of IBM and Williams identified on SCHEDULE M, Supplier except, in each case, to the extent resulting from the wrongful actions of Provider, Provider Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of Kraft, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft Provider and faithfully communicated by Supplier Williams, or the failure of KraftProvider, the Eligible RecipientsProvider Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or Kraft Third Party Contractors agents) to comply with Kraft’s Provider's responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any any: (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned EmployeesEmployees from and after their Employment Effective Date) 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees Employees) for amounts arising in periods from and after their Employment Effective Dates), ; (iv) employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, ; (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of co-employment or joint employment; and/or employment (vi) Supplier’s or any Supplier Personnel’s failure to comply with Schedule 5; and (vii) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel *** by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to any such Affected Kraft Foods Global Personnel or any other Affected Personnel Employee by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting the claims described in (i) through (vii) result from the wrongful actions or omissions of KraftCoreLogic, the other Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier Contractors or the failure of KraftCoreLogic, the other Eligible Recipients, or Kraft Third Party Contractors to comply with KraftCoreLogic’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by current or former TXUED employees, including Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates TXUED or Subcontractors, or their respective its officers, directors, employees, representatives or agents, agents of any Laws or any common law Law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Personnel persons (including Transitioned EmployeesEmployees prior to their Employment Effective Date) by SupplierTXUED, 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel employee of TXUED (including Transitioned Employees from and after prior to their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Personnel employee of TXUED (including Transitioned Employees) accruing from and after Employees prior to their Employment Effective DateDates), (v) other aspects of the employment relationship of Supplier Personnel any employee of TXUED (including Transitioned Employees) with SupplierEmployees prior to their Employment Effective Dates and provided, Supplier Affiliates in no event will TXUED be liable for any claim related to a Transitioned Employee’s employment relationship arising on or Subcontractors after such Transitioned Employee’s Employment Effective Date regardless of a finding by any court or the termination authoritative body that TXUED is or was an employer of such relationship, including claims for wrongful discharge, claims for breach of express Transitioned Employee on or implied employment contract and claims of joint employment; after his or her Employment Effective Date) and/or (vi) liability resulting from any representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel TXUED employees identified on Schedule M to the applicable Services Agreement by Supplier, Supplier Affiliates or Subcontractors TXUED (or their respective its officers, directors, employees, representatives or agents), or other acts or omissions with respect of TXUED prior to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made the applicable Employment Effective Date in connection with the interview, selection, selection and hiring and/or transition process, by Vendor of the offers of employment made TXUED employees identified on Schedule M to such employees, the failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefits)applicable Services Agreement, except, in each case, to the extent resulting from the wrongful actions arising out of Kraft(i) any act, the Eligible Recipientsomission, fault or Kraft Third Party Contractorsneglect of Vendor (or its officers, directors, employees, representatives or agents), (ii) errors or inaccuracies in the information provided by Kraft Vendor and faithfully communicated by Supplier TXUED, or (iii) the failure of KraftVendor (or its officers, the Eligible Recipientsdirectors, employees, representatives or Kraft Third Party Contractors agents) to comply with KraftVendor’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates TXU or Subcontractors, or their its respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Personnel persons (including Transitioned EmployeesEmployees prior to their Employment Effective Date) 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 wages and salaries of such Supplier Personnel); TXU (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel employee of TXU (including Transitioned Employees from and after prior to their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Personnel employee of TXU (including Transitioned Employees) accruing from and after Employees prior to their Employment Effective DateDates), (v) other aspects of the employment relationship of Supplier Personnel any employee of TXU (including Transitioned Employees) with SupplierEmployees prior to their Employment Effective Dates and provided, Supplier Affiliates in no event will TXU be liable for any claim related to a Transitioned Employee's employment relationship arising on or Subcontractors after such Transitioned Employee's Employment Effective Date regardless of a finding by any court or the termination authoritative body that TXU is or was an employer of such relationship, including claims for wrongful discharge, claims for breach of express Transitioned Employee on or implied employment contract and claims of joint employment; after his or her Employment Effective Date) and/or (vi) liability resulting from any representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel TXU employees identified on Schedule M to the applicable Services Agreement by Supplier, Supplier Affiliates or Subcontractors TXU (or their respective its officers, directors, employees, representatives or agents), or other acts or omissions with respect of TXU prior to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made the applicable Employment Effective Date in connection with the interview, selection, selection and hiring and/or transition process, by Vendor of the offers of employment made TXU employees identified on Schedule M to such employees, the failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefits)applicable Services Agreement, except, in each case, to the extent resulting from the wrongful actions arising out of Kraft(i) any act, the Eligible Recipientsomission, fault or Kraft Third Party Contractorsneglect of Vendor (or its officers, directors, employees, representatives or agents), (ii) errors or inaccuracies in the information provided by Kraft Vendor and faithfully communicated by Supplier TXU, or (iii) the failure of KraftVendor (or its officers, the Eligible Recipientsdirectors, employees, representatives or Kraft Third Party Contractors agents) to comply with Kraft’s Vendor's responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim Claim (including claims by Transitioned EmployeesPersonnel) relating to any (i) joint employment of CSC Personnel by Sears, any other Eligible Recipients (including their respective Personnel), (ii) violation by SupplierCSC, Supplier its Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, other CSC Personnel of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (iiiii) liability arising or resulting from the employment or engagement of Supplier CSC Personnel (including Transitioned EmployeesPersonnel) by SupplierCSC, Supplier its Affiliates or Subcontractors other CSC Personnel (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 Supplier CSC Personnel); , (iiiiv) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier CSC Personnel (including Transitioned Employees Personnel from and after their Employment Effective Dates), (ivv) employee pension or other benefits of any Supplier CSC Personnel (including Transitioned EmployeesPersonnel) accruing from and after their Employment Effective Date, (vvi) other aspects of the employment relationship of Supplier CSC Personnel (including Transitioned EmployeesPersonnel) with SupplierCSC, Supplier its Affiliates or Subcontractors other CSC Personnel or the termination of such relationship, including claims Claims for wrongful discharge, claims Claims for breach of express or implied employment contract and claims of joint employment; increases in unemployment insurance premiums, and/or (vivii) liability resulting from representations (whether oral or written) to the Affected Kraft Foods Global Transitioned Personnel made, or any other Affected Personnel alleged to have been made, by SupplierCSC, Supplier its Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents)other CSC Personnel, or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected the Transitioned Personnel by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftSears, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft Sears and faithfully communicated Table of Contents by Supplier CSC or the failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors Recipients to comply with Kraft’s Sears’ responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any any: (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates)Personnel, (iv) employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, Personnel; (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of co-employment or joint employment; and/or (vi) liability resulting from representations (oral or written) to the any Affected Kraft Foods Global Personnel or any other Affected Personnel Employees by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to any Affected Kraft Foods Global Personnel or any other Affected Personnel Employees by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), (vii) liability resulting from Supplier’s failure to maintain a safe, healthy and non-discriminatory working environment in compliance with all applicable laws and regulations, and/or (viii) liability resulting from Supplier’s failure to honor and 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 the employees covered by the particular collective bargaining agreement, except, in each case, to the extent resulting from the wrongful actions of Kraft, the Eligible Recipients, Recipients or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with Kraft’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.17.2

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any any: (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates)Personnel, (iv) employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, Personnel; (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of co-employment or joint employment; and/or (vi) liability resulting from representations (oral or written) to the any Affected Kraft Foods Global Personnel or any other Affected Personnel Employees by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to any Affected Kraft Foods Global Personnel or any other Affected Personnel Employees by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), (vii) liability resulting from Supplier’s failure to maintain a safe, healthy and non-discriminatory working environment in compliance with all applicable laws and regulations, and/or (viii) liability resulting from Supplier’s failure to honor and 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 the employees covered by the particular collective bargaining agreement, except, in each case, to the extent resulting from the wrongful actions of Kraft, the Eligible Recipients, Recipients or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with Kraft’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to the extent resulting from any (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any 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 laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); , (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) Supplier’s failure to pay employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) Employees for benefits due and owed to any Supplier Personnel and accruing from and after their Employment Effective DateDates), (v) other aspects acts or omissions of the employment relationship Supplier, Supplier Affiliates or Subcontractors in their capacity as an employer of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; , and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel employees identified on Schedule M by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel the employees identified on Schedule M by such persons or entities, including any act, omission or ABM/IBM Proprietary Information representation made in connection with the interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees employees, the rescission of such offers of employment, or the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftABM, the Eligible Recipients, or Kraft ABM Third Party ContractorsContractors (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 Kraft ABM and faithfully communicated by Supplier or the failure of KraftABM, the Eligible Recipients, or Kraft ABM Third Party Contractors (or their respective officers, directors, employees, representatives or agents, other than the employees identified on Schedule M) to comply with KraftABM’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to the extent resulting from any (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any 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 laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); , (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) Supplier’s failure to pay employee pension or other benefits of any Supplier Personnel (including Transitioned Employees) Employees for benefits due and owed to any Supplier Personnel and accruing from and after their Employment Effective DateDates), (v) other aspects acts or omissions of the employment relationship Supplier, Supplier Affiliates or Subcontractors in their capacity as an employer of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; , and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel employees identified on Schedule M to the Original Agreement by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel the employees identified on such Schedule M by such persons or entities, including any act, omission or representation made in connection with the interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to ABM/IBM Proprietary Information make offers to any such employees employees, the rescission of such offers of employment, or the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftABM, the Eligible Recipients, or Kraft ABM Third Party ContractorsContractors (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 Kraft ABM and faithfully communicated by Supplier or the failure of KraftABM, the Eligible Recipients, or Kraft ABM Third Party Contractors (or their respective officers, directors, employees, representatives or agents, other than the employees identified on Schedule M) to comply with KraftABM’s responsibilities under this Agreement. For purposes of this Agreement[FOR THE AVOIDANCE OF DOUBT, Supplier has no liabilityTHE PARTIES ACKNOWLEDGE AND AGREE THAT, and is not responsibleNOTWITHSTANDING THIS SECTION 17.1(J), for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9NO 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 (i) violation by Supplier, Supplier Affiliates Vendor or Subcontractors, or their respective its officers, directors, employees, representatives or agents, of any Laws or any common law Law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Vendor Personnel (including Transitioned Employees) by Supplier, Supplier Affiliates or Subcontractors Vendor (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 Supplier Vendor Personnel); , (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Vendor Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Vendor Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Vendor Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors Vendor or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; employment and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel TXUED employees identified on Schedule M to the applicable Services Agreement by Supplier, Supplier Affiliates or Subcontractors Vendor (or their its respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel the TXUED employees identified on Schedule M to the applicable Services Agreement by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions arising out of: (i) any act, omission, fault or neglect of Kraft, the Eligible Recipients, TXUED or Kraft TXUED Third Party Contractors, (ii) errors or inaccuracies in the information provided by Kraft TXUED and faithfully communicated by Supplier Vendor or (iii) the failure of Kraft, the Eligible Recipients, TXUED or Kraft TXUED Third Party Contractors to comply with KraftTXUED’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.AMENDED AND RESTATED MASTER AGREEMENT

Employment Claims. Any claim (including claims by Transitioned Employees) relating to for any (i) violation by Supplier, Supplier Affiliates Triad or Subcontractorsthe Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel persons (including Transitioned EmployeesEmployees prior to their Employment Effective Date) by Supplier, Supplier Affiliates Triad or Subcontractors (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 Supplier Personnel)Eligible Recipients; (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel employee of Triad or the Eligible Recipients (including Transitioned Employees from and after prior to their Employment Effective Dates), ; (iv) employee pension or other benefits of any Supplier Personnel employee of Triad or the Eligible Recipients (including Transitioned Employees) accruing from and after Employees prior to their Employment Effective Date, Dates); (v) other aspects of the employment relationship of Supplier Personnel any employee of Triad or the Eligible Recipients (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationshipEmployees prior to their Employment Effective Dates), including claims for wrongful discharge, claims for breach of 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’s employment relationship arising on or after such Transitioned Employee’s Employment Effective Date regardless of a finding by any court or authoritative body that Triad is or was an employer of such Transitioned Employee on or after his or her Employment Effective Date); and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel employees identified on or any other Affected Personnel in accordance with Schedule M.1 by SupplierTriad, Supplier Triad Affiliates or Subcontractors Eligible Recipients (or its or their respective officers, directors, employees, representatives or agents), or other the wrongful acts or wrongful omissions with respect of Triad or the Eligible Recipients prior to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made the applicable Employment Effective Date in connection with the interview, selection, selection and hiring and/or transition process, by Supplier of the offers of employment made to such employees, the failure to make offers to any such Triad or Eligible Recipients employees identified on or the terms and conditions of such offers (including compensation and employee benefits)in accordance with Schedule M.1, except, in each case, to the extent resulting from the (i) any wrongful actions act or wrongful omission of KraftSupplier, the Eligible Recipients, Supplier Affiliates or Kraft Third Party Contractors, Subcontractors errors or 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 Kraft Supplier and faithfully communicated by Supplier Triad and Eligible Recipients, or the failure of KraftSupplier, the Eligible Recipients, Supplier Affiliates or Kraft Third Party Contractors Subcontractors to comply with KraftSupplier’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned EmployeesAffected Employees considered for employment and/or hired by Supplier, Supplier Affiliates or Subcontractors) relating to the extent resulting from any (i) violation by Supplier, Supplier Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Personnel (including Transitioned Affected Employees hired by Supplier, Supplier Affiliates or Subcontractors from and after their Employment Effective Dates), (iv) payment or failure to pay any employee pension or other benefits of due and owing to any Supplier Personnel (including Transitioned Employees) Affected Employees hired by Supplier, Supplier Affiliates or Subcontractors for pension or other benefits accruing from and after their Employment Effective DateDates), (v) other aspects of the employment relationship of Supplier Personnel (including Transitioned EmployeesAffected Employees hired by Supplier, Supplier Affiliates or Subcontractors) with Supplier, Supplier Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of co-employment or joint employment; , and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel Employees considered for employment and/or hired by Supplier, Supplier Affiliates or any other Affected Personnel by such persons or entitiesSubcontractors, including any act, omission or representation made in connection with the interview, selection, hiring and/or transition process, the offers of employment made to such employees, the failure to make offers to any such employees employees, the rescission of such offers of employment, or the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftHercules, the Eligible Recipients, or Kraft Hercules Third Party Contractors, errors or inaccuracies in the information provided by Kraft Hercules and faithfully communicated by Supplier or the failure of KraftHercules, the Eligible Recipients, or Kraft Hercules Third Party Contractors to comply with Kraft’s Hercules' responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9THIS 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 Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates Vendor or Subcontractors, or their respective its officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Vendor Personnel (including Transitioned Employees) by Supplier, Supplier Affiliates or Subcontractors Vendor (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 Supplier Vendor Personnel); , (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Vendor Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Vendor Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Vendor Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors Vendor or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel TXU employees identified on Schedule M to the applicable Services Agreement by Supplier, Supplier Affiliates or Subcontractors Vendor (or their its respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel the TXU employees identified on Schedule M to the applicable Services Agreement by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions arising out of: (i) any act, omission, fault or neglect of Kraft, the Eligible Recipients, TXU or Kraft TXU Third Party Contractors, (ii) errors or inaccuracies in the information provided by Kraft TXU and faithfully communicated by Supplier Vendor or (iii) the failure of Kraft, the Eligible Recipients, TXU or Kraft TXU Third Party Contractors to comply with Kraft’s TXU's responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any any: (i) violation by SupplierCoreLogic or an Eligible Recipient, Supplier Affiliates *** or Subcontractors, or their its respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel the personnel (including Transitioned EmployeesEmployees for periods prior to their Employment Effective Date) by Supplier, Supplier Affiliates CoreLogic or Subcontractors 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 Supplier Personnelpersonnel); (iii) payment or failure to pay any salary, wages wages, pensions, benefits or other cash compensation due and owing to any Supplier Personnel (including Transitioned Employees from and after Employees, for amounts arising in periods prior to their Employment Effective Dates), ; (iv) employee pension or other benefits from any Transitioned Employees of any Supplier Personnel (including Transitioned Employees) CoreLogic or an Eligible Recipient accruing from and after prior to their Employment Effective Date, ; (v) other aspects of the employment relationship of Supplier CoreLogic Personnel (including Transitioned Employees) with SupplierCoreLogic, Supplier Eligible Recipients, Affiliates or Subcontractors *** or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract contract, and claims of joint employment; and/or (vi) liability resulting from representations (oral any CoreLogic’s or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel by such persons or entities, including any act, omission or representation made in connection with the interview, selection, hiring and/or transition process, the offers of employment made to such employees, the an Eligible Recipient’s failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefits), comply with 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 KraftSupplier or Supplier Personnel, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the failure of Kraft, the Eligible Recipients, Supplier or Kraft Third Party Contractors Supplier Personnel to comply with KraftSupplier’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9Schedule 5.

Employment Claims. Any claim Claim (including claims by Transitioned EmployeesPersonnel) relating to any (i) joint employment of CSC Personnel by Sears, any other Eligible Recipients (including their respective Personnel), (ii) violation by SupplierCSC, Supplier its Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, other CSC Personnel of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (iiiii) liability arising or resulting from the employment or engagement of Supplier CSC Personnel (including Transitioned EmployeesPersonnel) by SupplierCSC, Supplier its Affiliates or Subcontractors other CSC Personnel (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 Supplier CSC Personnel); , (iiiiv) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier CSC Personnel (including Transitioned Employees Personnel from and after their Employment Effective Dates), (ivv) employee pension or other benefits of any Supplier CSC Personnel (including Transitioned EmployeesPersonnel) accruing from and after their Employment Effective Date, (vvi) other aspects of the employment relationship of Supplier CSC Personnel (including Transitioned EmployeesPersonnel) with SupplierCSC, Supplier its Affiliates or Subcontractors other CSC Personnel or the termination of such relationship, including claims Claims for wrongful discharge, claims Claims for breach of express or implied employment contract and claims of joint employment; increases in unemployment insurance premiums, and/or (vivii) liability resulting from representations (whether oral or written) to the Affected Kraft Foods Global Transitioned Personnel made, or any other Affected Personnel alleged to have been made, by SupplierCSC, Supplier its Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents)other CSC Personnel, or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected the Transitioned Personnel by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftSears, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft Sears and faithfully communicated *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 88 by Supplier CSC or the failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors Recipients to comply with Kraft’s Sears’ responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates Vendor or Subcontractors, or their respective its officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Vendor Personnel (including Transitioned Employees) by Supplier, Supplier Affiliates or Subcontractors Vendor (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 Supplier Vendor Personnel); ) (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Vendor Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Vendor Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Vendor Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors Vendor or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel or any other Affected Personnel Oncor employees identified on Schedule M to the applicable Services Agreement by Supplier, Supplier Affiliates or Subcontractors Vendor (or their its respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel or any other Affected Personnel the Oncor employees identified on Schedule M to the applicable Services Agreement by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions arising out of: (i) any act, omission, fault or neglect of Kraft, the Eligible Recipients, Oncor or Kraft Oncor Third Party Contractors, (ii) errors or inaccuracies in the information provided by Kraft Oncor and faithfully communicated by Supplier Vendor or (iii) the failure of Kraft, the Eligible Recipients, Oncor or Kraft Oncor Third Party Contractors to comply with Kraft’s Oncor's responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by Supplier, Supplier Affiliates Allegheny or Subcontractorsthe Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of any 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 laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the a Transitioned Employee’s employment of Supplier Personnel (including Transitioned Employees) by Supplierwith Allegheny prior to his or her Employment Effective Date, 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 wages and salaries of such Supplier Personnel); (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to (A) any Supplier Personnel Allegheny employee who does not become a Transitioned Employee or (including B) any Transitioned Employees from and after their Employee prior to such Transitioned Employee’s Employment Effective Dates)Date, (iv) (A) all accrued employee pension or other benefits of any Supplier Personnel Allegheny employee who does not become a Transitioned Employee and (including B) those employee pension or other benefits of any Transitioned Employees) Employee accruing from and after their prior to such Transitioned Employee’s Effective Employment Effective Date, (v) other aspects of the any Transitioned Employee’s employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors Allegheny 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 (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel Employees by Allegheny or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors the Eligible Recipients (or their respective officers, directors, employees, representatives or agents), or other acts or omissions ) with respect to Affected Kraft Foods Global Personnel their employment by Service Provider or any its Subcontractors or Affiliates (other Affected Personnel by such persons or entities, including any act, omission or representation than representations made in connection with the interviewauthorization or approval of Service Provider, selection, hiring representations that Service Provider knew to be inaccurate and failed to correct and/or transition process, the offers of employment representations made to such employees, the failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefitsby Service Provider in this Agreement), except, in each case, to the extent resulting from the wrongful actions of KraftService Provider, the Eligible Recipients, Service Provider Affiliates or Kraft Third Party Contractors, errors Subcontractors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the their failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with KraftService Provider’s responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, or involving any matters for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft which Service Provider has an indemnity obligation for such claim under Section 17.2.9.17.1(k); and

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (i) violation by SupplierService Provider, Supplier Service Provider Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; , (ii) liability arising or resulting from the employment of Supplier Service Provider Personnel (including Transitioned Employees) by SupplierService Provider, Supplier Service Provider Affiliates or Subcontractors (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 Supplier Service Provider Personnel); , (iii) payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Service Provider Personnel (including Transitioned Employees from and after their Employment Effective DatesDate), (iv) employee pension or other benefits of any Supplier Service Provider Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects of the employment relationship of Supplier Service Provider Personnel (including Transitioned Employees) with SupplierService Provider, Supplier Service Provider Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employment; , and/or (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel Allegheny or any other Affected Personnel Eligible Recipient employees identified on Schedule 5A by SupplierService Provider, Supplier Service Provider Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel the Allegheny or any other Affected Personnel Eligible Recipient employees identified on Schedule 5A by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftAllegheny, the Eligible Recipients, or Kraft Allegheny Third Party Contractors, errors or inaccuracies in the information provided by Kraft Allegheny and faithfully communicated by Supplier Service Provider or the failure of KraftAllegheny, the Eligible Recipients, or Kraft Allegheny Third Party Contractors to comply with KraftAllegheny’s responsibilities under this Agreement. For purposes of this Agreement, Supplier Service Provider has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft Allegheny has an indemnity obligation for such claim under Section 17.2.917.3(j).

Employment Claims. Any claim (including claims by Transitioned Employees) relating to any (ia) violation by Supplier, Supplier Affiliates Kraft or Subcontractorsthe Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of any 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 laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; , (iib) liability arising or resulting from a Transitioned Employee’s employment with Kraft prior to the employment of Supplier Personnel (including Transitioned Employees) by Employment Effective Date with 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 wages and salaries of such Supplier Personnel); (iiic) payment or failure to pay any salary, wages or other cash compensation due and owing to (i) any Supplier Personnel Kraft employee who does not become a Transitioned Employee or (including ii) any Transitioned Employees from and after their Employee prior to such Transitioned Employee’s Employment Effective Dates)Date with Supplier, (ivd) (i) all accrued employee pension or other benefits of any Supplier Personnel Kraft employee who does not become a Transitioned Employee and (including ii) those employee pension or other benefits of any Transitioned Employees) Employee accruing from and after their prior to such Transitioned Employee’s Effective Employment Effective DateDate with Supplier, (ve) other aspects of the any Transitioned Employee’s employment relationship of Supplier Personnel (including Transitioned Employees) with Supplier, Supplier Affiliates or Subcontractors 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 (vif) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel employees identified on Schedule 5.1 by Kraft or any other Affected Personnel by Supplier, Supplier Affiliates or Subcontractors the Eligible Recipients (or their respective officers, directors, employees, representatives or agents), or other acts or omissions ) with respect to Affected Kraft Foods Global Personnel their employment by Supplier or any its Subcontractors or Affiliates (other Affected Personnel by such persons or entities, including any act, omission or representation than representations made in connection with the interviewauthorization or approval of Supplier, selection, hiring representations that Supplier knew to be inaccurate and failed to correct and/or transition process, the offers of employment representations made to such employees, the failure to make offers to any such employees or the terms and conditions of such offers (including compensation and employee benefitsby Supplier in this Agreement), except, in each case, to the extent resulting from the wrongful actions of KraftSupplier, the Eligible Recipients, Supplier Affiliates or Kraft Third Party Contractors, errors Subcontractors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the their failure of Kraft, the Eligible Recipients, or Kraft Third Party Contractors to comply with KraftSupplier’s responsibilities under this Agreement. For purposes of this Agreement, or involving any matters for which Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.17.1.11; and

Employment Claims. Any claim (including claims by Transitioned Employees) relating to resulting from any (i) violation by SupplierProvider, Supplier Provider Affiliates or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any applicable Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on Final Confidential and Proprietary Information of IBM and Williams the basis of a protected characteristic; (ii) liability arising or resulting from the employment of Supplier Personnel (including Transitioned Employees) failure by SupplierProvider, Supplier Provider Affiliates or Subcontractors to collect or withhold for (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 Supplier Provider Personnel)) for periods after their Employment Effective Dates; (iii) Provider's payment or failure to pay any salary, wages or other cash compensation due and owing to any Supplier Provider Personnel (including Transitioned Employees from and after their Employment Effective Dates), (iv) employee pension or other benefits of any Supplier Provider Personnel (including Transitioned Employees) accruing from and after their Employment Effective Date, (v) other aspects acts and omissions of the employment relationship Provider in its capacity as employer of Supplier Provider Personnel (including Transitioned Employees) with SupplierProvider, Supplier Provider Affiliates or Subcontractors or the termination of such relationship, including claims for wrongful discharge, claims for breach of express or implied employment contract and claims of joint employmentemployment (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 (vi) liability resulting from representations (oral or written) to the Affected Kraft Foods Global Personnel Williams or any other Affected Personnel Eligible Recipient employees identified on SCHEDULE M by SupplierProvider, Supplier Provider Affiliates or Subcontractors (or their respective officers, directors, employees, representatives or agents), or other acts or omissions with respect to Affected Kraft Foods Global Personnel the Williams or any other Affected Personnel Eligible Recipient employees identified on SCHEDULE M by such persons or entities, including any act, omission or representation made in connection with the 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 the terms and conditions of such offers (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of KraftWilliams, the Eligible Recipients, or Kraft Williams Third Party Contractors, errors or inaccuracies in the information provided by Kraft Williams and faithfully communicated by Supplier Provider or the failure of KraftWilliams, the Eligible Recipients, or Kraft Williams Third Party Contractors to comply with Kraft’s Williams's responsibilities under this Agreement. For purposes of this Agreement, Supplier has no liability, and is not responsible, for claims by Transitioned Employees accruing prior to their Employment Effective Date to the extent Kraft has an indemnity obligation for such claim under Section 17.2.9.