Page 524 - Aida Hovsepian Onboarding

Product purchases under this Agreement. Payment terms remain effective until the parties agree otherwise, and
confirm and effect the agreement through e-mail notification of acknowledgement from both the Co-op and Supplier.

j. Price(s).

(i) Prices for Product(s). Supplier and the Co-op may agree to update and amend Prices from time to time. All agreed Price
changes must be confirmed by e-mail notification to Supplier through CPS.

(ii) Complete Price(s). Supplier represents and warrants that Prices are complete and no additional charges of any type will be
added without the Co-op’s prior written consent. For purposes of the previous sentence, additional charges include, without
limitation,shipping (including air freight charges) (except to the extent addressed in applicable SSA Addenda), packaging,
labeling, customs duties, taxes, storage, insurance, pallets, boxing, or crating.

(iii) Most Favored Pricing. During the Term, the net Prices, considering unit price, discounts, allowances, rebates and other
terms and conditions offered to other national casual or family dining restaurant system customers, and considering any
materials and other input cost positions taken by Supplier at the Co-op’s written direction, will be as favorable as the prices at
which the Products or any reasonably comparable Product substitute are being sold by Supplier to any other national casual
dining restaurant system which purchases a comparable volume and mix of goods (a “Comparable Purchaser”). If Supplier
offers a lower price for Products or any reasonably comparable Product substitutes to any Comparable Purchaser, then
Supplier shall promptly offer the same, lower price, in writing, to the Co-op and its Selected Buyers.

(iv) Amounts Payable to the Co-op. The terms of any service, marketing or promotional allowances, or other
amounts payable by Supplier to the Co-op, if any, are as described in applicable SSA Addenda.

k. Invoices. Supplier shall send invoices for the Co-op’s or its Selected Buyers’ individual purchases to the Co-op or
its Selected Buyers, as applicable, and the Co-op or its Selected Buyers, as applicable, shall make such payments
to Supplier. Supplier shall prepare all invoices in a manner consistent with the requirements of the Co-op and
Approved Distributors; accompanied by applicable bills of lading, packing lists, and service or work orders, all of
which must have the correct order number, item or stock number, and identification number, as appropriate; and in
a form reasonably satisfactory to the Co-op and Approved Distributors.

l. Product Sale Restrictions. Supplier shall not sell proprietary Products to any Person other than the Co-op and its
Selected Buyers under the terms and conditions of this Agreement or otherwise.

m. Acknowledgement, Agreement, and Access to CPS. The terms between the parties concerning the purchase
and sale of Products to the Co-op and its Selected Buyers, including Prices, shall be the latest information Supplier
submits to the Co-op through the CPS and the Co-op acknowledges. If the parties are unable to agree on the
information and other data the Supplier submits to the Co-op, then the information last acknowledges by the Co-op
governs and controls until the parties reach an agreement or this Agreement is terminated under Section 21.
Notwithstanding anything to the contrary in this Agreement, the terms and conditions of this Agreement, as
supplemented by the information set forth in the CPS, constitutes the entire agreement between the Co-op and
Supplier concerning the Products. All information and other data Supplier uploads to the CPS must be accurate and
comply with this Agreement and any applicable SSA Addenda. The Co-op shall provide Supplier with reasonable
access to the CPS, subject to the Co-op’s standard CPS user agreement applicable to all suppliers using the CPS.
Supplier shall access the CPS periodically to review the accuracy of any information existent in the CPS and
immediately inform the Co-op of any such inaccuracies. Subject to the Co-op’s then-current CPS access and
subscription guidelines, Supplier may be required to pay a one-time inventory connection fee and/ or an annual
subscription fee.

Section 5 - Benefit of Agreement.
Benefit of Agreement. Supplier shall exclusively make sales pursuant to this Agreement for final delivery to the Co-op and/
or its Selected Buyers. However, only Selected Buyers have financial and other liability for any purchases made by Selected
Buyers pursuant to this Agreement. The Co-op has no financial or other liability for any purchases made by Selected Buyers
pursuant to this Agreement.

Section 6 - Shipment.
a. Product Shipping. Supplier shall ship the Products as agreed between Supplier and the Co-op, and as set forth in
CPS. Supplier shall ship the Products within the time frames and on the terms specified in applicable SSA Addenda,