Page 528 - Aida Hovsepian Onboarding

Section 11 - Insurance.
a. Prior to any payment obligations contained in Section 4(i) of this Agreement, and as a condition precedent to the
obligations and covenants outlined in this Agreement, Supplier shall secure, purchase, and maintain, at its own
expense, the following types of insurance coverage and limits of liability to cover all risks of loss or damage to
Products and liabilities arising from Products.

b. Commercial General Liability (CGL) Insurance. Supplier shall maintain, during the Term and, notwithstanding
any provision of this Agreement to the contrary, following this Agreement’s termination for such time as any
Products reasonably remain at the facilities of the Co-op or its Selected Buyers, commercial general liability
insurance, including, but not limited to, completed operations, contractual liability, broad-form property damage,
personal & advertising injury, and product liability coverage, in amounts not less than those reasonably required
from time to time by the Servicers and the Co-op and set forth in and subject to Section 11(g) below. The use of a
commercial umbrella policy is permitted to satisfy any minimum required insurance limits. Such coverage must be
written only on an occurrence based form. Supplier shall keep the policy in force for three (3) years following this
Agreement’s termination.

(i) The CGL insurance shall include:

1. Contractual liability coverage sufficient to meet the requirements of this Agreement.

i. To the extent aligned with and permitted applicable law, no Contractual Liability Coverage Exclusion modifying or deleting
the definition of “insured contract” from the unaltered ISO CG 00 01 Edition date 10/01 (CG 24 26 or similar);

2. Additional Insured coverage must be primary and non-contributory;

3. No separation of insured exclusion;

4. Personal Injury Liability (with contractual exclusions deleted).

c. Umbrella/Excess Liability. Supplier shall maintain an umbrella/ excess liability policy in the amounts set forth in and subject
to Section 11(g) below. The umbrella/ excess liability policy must follow form of the primary commercial general liability policy
and must be endorsed to be primary and non-contributory to any insurance policies maintained by the Co-op and/ or
Selected Buyers.

d. Workers Compensation Insurance. Supplier shall maintain a workers’ compensation insurance policy, with minimum
coverage as required by law in the state(s) in which this Agreement is to be performed. Supplier shall name any state(s) in
which this Agreement is to be performed in Section 3.A of the workers’ compensation declarations page for such policy.
Supplier shall maintain Employer’s Liability insurance in the amounts set forth and subject to Section 11(g) below.

e. Insurance Coverage. No policy required by this Section may contain any restrictions, endorsements, or otherwise, on food
contamination, spoilage, or any other restrictive endorsements related or applicable to the Products.

(i) The CGL and Umbrella Policies must be endorsed to include the following as additional insureds: “Centralized Supply Chain
Services, LLC and its members and affiliates; DineEquity, Inc. and its subsidiaries and affiliates (the “Franchisors”); all
franchisees, licensees, and approved distributors of the Franchisors and their affiliates, and the current and former
employees and agents of each of the foregoing companies.” The additional insured coverage must be primary and non-
contributory over any insurance held by any additional insured, and shall include additional insured coverage for product
liability and be maintained for three (3) years following this Agreement’s termination.

(ii) Each policy must contain a Waiver of Subrogation in favor of Co-op and/ or its Selected Buyers.

(iii) The insurance coverage provided under this Agreement must not be endorsed, amended, or otherwise restricted to limit the
coverage provided under a commercial general liability insurance policy promulgated by Insurance Services Office, Inc. or its
successor organization, Occurrence Form CG 00 01, or its functional equivalent.

(iv) The insurance coverage required must be provided by an insurance company or companies with an A. M. Best’s rating of A-
or better.