Page 534 - Aida Hovsepian Onboarding

If to the Co-op: With a copy to:
Centralized Supply Chain Services, LLC Centralized Supply Chain Services, LLC
8140 Ward Parkway 8140 Ward Parkway
Kansas City, MO 64114 Kansas City, MO 64114
Attention: Mark Smith Attention: Havi Support
Chief Procurement Officer
Facsimile No: 913-890-9619 Facsimile No: 913-890-9619
Email: mark.smith@cscscoop.com Email: Havi.Support@cscscoop.com

If to the Supplier: With a copy to:
[insert company name] [insert company name]
[insert address] [insert address]
[insert city & zip code] [insert city & zip code]
Attention: Attention:
[insert title if applicable] [insert title if applicable]
Facsimile No: Facsimile No:
Email: Email:

Section 21 - Termination.
a. The Co-op’s Right to Terminate.

(i) General Termination. The Co-op may terminate this Agreement or any part of this Agreement upon thirty (30) days written
notice to Supplier. Upon receipt of such notice of termination, Supplier shall immediately stop all work under this Agreement
and cause any of its suppliers or subcontractors to stop all work under this Agreement. The Co-op and its Selected Buyers
have no obligation to pay Supplier for any inventory produced upon from and after Supplier’s receipt of such notice of
termination, except for work in process or proprietary raw materials produced into Products with the Co-op's written
consent. Notwithstanding this Agreement’s termination, any purchases by the Co-op and/ or its Selected Buyers of Products
required or otherwise made to assist Supplier are subject to this Agreement.

(ii) Termination for Cause. The Co-op may terminate this Agreement or any part of this Agreement at any time for cause if
Supplier commits any default or fails to comply with any provision of this Agreement. If Supplier’s default is curable, is not
chronic in nature, and does not involve or relate to (A) Supplier’s approval or authorization to supply Products to the System;
(B) the Products’ safety; (C) actual or potential damage to the reputation of the Co-op, the Servicers or one or more of their
affiliates, or one or more of the Selected Buyers; (D) the unauthorized use of a Selected Buyer’s names or trademarks; or (E)
the unauthorized use of the names or trademarks of the Servicers or one or more of their affiliates, then Supplier has ten (10)
days from receipt of written notice of such default from the Co-op or its Selected Buyers to cure such default to the
reasonable satisfaction of the Co-op and/ or its Selected Buyers. Late deliveries, deliveries of defective or non-conforming
Products, and failure to provide the Co-op or its Selected Buyers, upon request, of reasonable assurances of future
performance are all causes allowing the Co-op to terminate this Agreement for cause. If the Co-op terminates this Agreement
for cause, then the Co-op’s and/ or its Selected Buyers’ sole and complete obligation is to pay as a purchaser for conforming,
merchantable Products purchased and delivered, but not paid for, prior to Supplier’s receipt of notice of termination, and
cooperate with Supplier in Supplier’s attempts to liquidate Supplier's inventory of conforming, merchantable Products.
Supplier is liable to the Co-op and/ or its Selected Buyers for any and all damages sustained by reason of the default which
gave rise to the termination. Nothing in this Section limits the Co-op's right to terminate this Agreement as provided in Section
21(a)(i).

b. Supplier’s Right to Terminate.

(i) General Termination. Supplier may terminate this Agreement upon six (6) months written notice to the Co-op, during which
time the Co-op shall cooperate with Supplier in liquidating Supplier's inventory (including finished Products, work in process,
and proprietary raw materials) on hand as of the effective date of termination

(ii) Termination for Cause. Supplier may terminate this Agreement or any part of this Agreement at any time for cause if the Co-
op commits any default or fails to comply with any provision of this Agreement applicable to the Co-op. The Co-op has thirty
(30) days from receipt of Supplier’s written notice of such default to cure such default to Supplier’s reasonable satisfaction. If