Page 535 - Aida Hovsepian Onboarding

Supplier terminates this Agreement pursuant to this Section, then Supplier’s sole and complete obligation is to deliver all
conforming, merchantable Products ordered prior to the effective date of the termination. This Section applies only to defaults
by the Co-op; Supplier has no right to terminate this Agreement if a Selected Buyer defaults in its obligations to Supplier.

Section 22 - Indemnification.
Indemnification. Supplier shall defend, indemnify, and hold harmless the Co-op, its Selected Buyers, the Servicers, and
each of their respective franchisees, officers, directors, licensees, consignees, agents, employees, representatives,
successors and assigns, parents and subsidiaries, , and anyone else as required by the prime agreement between the Co-op
and the Servicers, (collectively, the "Indemnified Parties"), from and against all actions, claims, suits, losses, damages,
obligations, liabilities, and expenses (including reasonable attorneys' fees) of any kind, which may directly or indirectly arise
from, be caused by, or be connected with (a) any breach of express or implied warranty, (b) any accident, occurrence, or
injury to persons or property which may occur before or after acceptance of the Products which arises from, is caused by, or
is directly or indirectly connected with the preparation, processing, manufacture, completion, delivery, operation,
consumption, or use of the Products; (c) the breach of any covenant or agreement of Supplier contained in this Agreement;
(d) any claim, damage, or loss attributable to bodily injury, sickness, disease, or death, or destruction or injury to tangible
property; (e) Supplier’s violation of any law, statute, code, or regulation applicable to this Agreement, including Title 21 of the
Code of Federal Regulations; or (f) infringement, or alleged infringement, of any patent, trademark, or copyright resulting
from the purchase, use, or sale of the Products. Such defense and indemnity includes any claim that an Indemnified Party is
liable for damage, injury, loss, cost, or expense resulting from Indemnified Party’s design, approval, or use of the Products
(including any cost or expense relating to warranties or other claims relating to Products purchased by the Co-op or any
Selected Buyer). Notwithstanding the foregoing, Supplier does not agree to defend, indemnify, or hold harmless any
Indemnified Party for any claim, suit, loss, damage, liability, or expense to the extent arising from such Indemnified Party’s
negligence or willful misconduct in the operation, consumption, use, or sale (but not the acceptance or approval) of the
Products. If Supplier fails to promptly assume or, at any time, to vigorously defend any action, claim, suit or proceeding
relating to the foregoing indemnities, then the Indemnified Party or other affected parties as appropriate, and their respective
successors and assigns, may, defend the action in the manner it or they deem appropriate, and Supplier shall pay to the
Indemnified Party any amount incurred, which includes, for this Agreement’s purpose, any settlement incurred or agreed to
by the Indemnified Party and all reasonably legal fees and costs incurred. This Section survives this Agreement’s
termination.

Section 23 - Right of Setoff.
Right of Setoff. The Co-op may setoff any amounts which Supplier owes to the Co-op under this Agreement from any
amounts which the Co-op otherwise owes to Supplier under this Agreement. Supplier may setoff any amounts which the Co-
op owes to Supplier under this Agreement from any amounts which Supplier owes the Co-op under this Agreement. Any
Selected Buyers may set off any amounts which Supplier owes the Selected Buyer under this Agreement from any amounts
which the Selected Buyer otherwise owes to Supplier under this Agreement. Supplier may set off any amounts which the
Selected Buyer owes the Supplier under this Agreement from any amounts which Supplier otherwise owes to the Selected
Buyer under this Agreement.

Section 24 - Alternative Dispute Resolution.
a. Mediation. The parties shall attempt in good faith to resolve by mediation any claim, dispute, or controversy arising
out of or relating to this Agreement. Either party may institute a mediation proceeding by a request in writing to the
other party. After such request, both parties shall engage in mediation. Mediation will be conducted in the Kansas
City, Missouri metropolitan area in accordance with the then current Center of Public Resources Model Procedure
for Mediation of Business Disputes.

b. Arbitration. If the parties are unsuccessful in resolving a dispute via mediation, then the parties shall promptly resolve any
such claims, disputes, and/ or controversies through binding confidential arbitration. Arbitration will be conducted in the
Kansas City, Missouri metropolitan area in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association; One neutral arbitrator will be chosen in accordance with such rules to arbitrate the dispute. The
parties irrevocably consent to such jurisdiction for purposes of said arbitration, and judgment on the arbitration may be
entered in any state or federal court in the same manner as if the parties were residents of the state or federal district in
which said judgment is sought to be entered.

c. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the requirements
of this Section are being followed.

d. Nothing in this Section bars any parties’ rights to seek and obtain temporary injunctive relief from a court of competent
jurisdiction in accordance with applicable law against threatened conduct that will cause loss or damage, pending initiation
and/ or completion of the arbitration