Page 41 - Onboarding May 2017

* Administration of credit and payment term policies;

* Establishing and administering standard relationship forms and agreements such as
Distribution Services Agreements with approved distributors and Supplier Services
Agreements with approved suppliers;

* Appropriate communication between CSCS and each of the Concept Co-ops, the
members of each of the Concept Co-ops, and all participants in the supply chain such as
distributors and suppliers;

* Setting operating policies not specifically reserved for Concept Co-op determination;

* Assuring CSCS operates in compliance with the terms of its Limited Liability Company
Agreement;

* Monitoring director conflicts of interest; and

* Setting strategic direction for CSCS.

Concept Co-op Board responsibilities include, without limitation, providing governance
and policy with respect to:

* Prescribing the elements and features of the concept’s supply chain and other programs;

* Advising, counseling and assisting CSCS with respect to the establishment and operation
of any supply chain or other program;

* Assuring that the concept’s programs are operated on a financially sound basis;

* Appropriate communication with CSCS, the other Concept Co-op, and the Concept Co-
op members;

* Establish concept credit and payment term policies;

* Approving annual concept budgets;

* Considering and declaring patronage dividends;

* Evaluation with CSCS of Applebee’s and IHOP franchisor requests for approval of
supplier fees, imbedded research and development expense and other “supplier income;”

* Monitoring and evaluating CSCS concept performance in executing concept supply
chain, brand management and other programs;

* Monitoring director conflicts of interest;

* Selecting CSCS Board representatives; and
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