Page 536 - Aida Hovsepian Onboarding

Section 25 - Administration Fees.
a. “Administration Fees” are fees based on a percentage of sales, purchases, or amounts per case or other units, as
the Co-op may designate from time to time based on sales to Selected Buyers of all or certain Products specified by
the Co-op, or by such other method as the Co-op may designate from time to time.

b. At the Co-op’s request and on behalf of the Co-op, Supplier shall collect Administration Fees from Selected Buyers
or other purchasers specified by the Co-op on the Co-op’s behalf without markup pro-rata from Selected Buyers. At
all times, Administration Fees are and will remain the Co-op’s property. Supplier shall serve only as the Co-op’s
bailee and agent for billing, and as the Co-op’s trustee in collecting and holding Administration Fees for the Co-op’s
benefit and remitting collected Administration Fees to the Co-op. Supplier shall hold in trust all Administration Fees
collected from Selected Buyers, and those billed but uncollected from Selected Buyers, for the Co-op’s benefit.
However, Supplier is not liable to the Co-op for any uncollected Administration Fees, unless Supplier fails to
exercise good faith efforts to collect such Administration Fees by including such Administration Fees on invoices to
Selected Buyers. All collections and other proceeds of Administration Fees must be segregated from all Supplier
funds (and if the Co-op requests, deposited in a separate bank account pending remittance to the Co-op). Supplier
shall provide the Co-op with such Selected Buyers’ account information, which the Co-op may request, from
Supplier reflecting the business between Selected Buyers and Supplier, to permit the Co-op to verify and/ or
calculate the aggregate Administration Fees due from Selected Buyers for each weekly or other accounting periods
specified by the Co-op. Supplier shall remit all Administration Fees collected by wire transfer or other reasonably
prompt method to the Co-op’s account within seven (7) days after the close of the specified accounting period.

Section 26 - Third Party Beneficiaries.
Third Party Beneficiaries. The Selected Buyers and the Servicers are third party beneficiaries of Supplier’s obligations and
restrictions under this Agreement and are entitled to enforce such obligations and restrictions directly against Supplier.

Section 27 - Certain Rights of Selected Buyers.
Certain Rights of Selected Buyers. Except as otherwise provided in this Agreement, a Selected Buyer (instead of the Co-
op) may give any consent, notice, approval, authorization, acceptance, inspection or shipment of, or payment for Products
ordered by a Selected Buyer.

Section 28 - Binding Effect.
Binding Effect. This Agreement is binding upon and inures to the benefit of Supplier and the Co-op, and, as provided in
Section 26, Selected Buyers, and their successors and permitted assigns.

Section 29 - Entire Agreement and Amendments.
Entire Agreement and Amendments. This Agreement and any applicable SSA Addenda contain the entire understanding
of the parties to this Agreement with respect to this Agreement’s subject matter and may only be amended by a written
instrument executed by the Co-op and Supplier or their respective successors or permitted assigns. All amendments are
incorporated and made a part of this Agreement. There are no restrictions, promises, warranties, covenants, or undertakings,
arising from either usage in the trade, course of dealing, or course of performance, other than those expressly set forth or
referred to in this Agreement. This Agreement supersedes, in all respects, any prior agreements concerning this Agreement’s
subject matter in effect between Supplier and the Co-op or its predecessors in interest, including the Servicers. However, this
Agreement does not supersede any agreements between the Servicers and Supplier related to Supplier’s approved supplier
status in the System, the testing or development of any Products, specifications or formulations of any Product, or any
confidentiality or intellectual property matters.

Section 30 - Applicable Law and Venue.
Applicable Law and Venue. This Agreement shall be construed and enforced in accordance with the internal laws of the
State of Missouri without regard to its conflict of law principles. The exclusive venue for any proceeding between the Co-op
and Supplier relating to this Agreement, including its validity, construction, interpretation, and enforcement, or the parties’
relationship, is the Kansas City, Missouri metropolitan area, subject to Section 24. The exclusive venue for any proceeding
between Supplier and any Selected Buyer is the locality of the Selected Buyer’s principal place of business.