Page 487 - Onboarding May 2017
P. 487

SUPPLIER SERVICES AGREEMENT

            This is a Supplier Services Agreement effective as of _____ ___, 20___, (the "Effective Date"), by and between __________,
            a ___[state]___ __[corporation/limited liability company]___ ("Supplier"), and Centralized Supply Chain Services, LLC, a
            Delaware limited liability company (the “Co-op”), for and on behalf of itself as well as its Selected Buyers (as defined below).




                                                                           Recitals

                           WHEREAS, Applebee's Services, Inc. (the "Applebee's Servicer") and International House of Pancakes, LLC. (the
            "IHOP Servicer") have: (a) appointed the Co-op, on an exclusive basis, as the sole authorized purchasing organization and
            purchasing agent for all Applebee's Neighborhood Grill & Bar concept and IHOP concept restaurants located in the United
            States; and (b) authorized the Co-op on a non-exclusive basis to purchase and make purchase arrangements for Products
            sourced within the United States for use by System restaurants outside of the United States in exchange for Administration
            Fees designated by the Co-op and collected from Selected Buyers; and

                           WHEREAS, the Co-op administers purchasing programs for the Apple Supply Chain Co-op, Inc. and the Pancake
            Supply Chain Co-op, Inc. (collectively, the “Concept Co-ops”); and

                           WHEREAS, the Co-op desires to secure for itself, the members of the Concept Co-ops and certain other Selected
            Buyers, as the case may be, the benefit of continuously available Products in adequate quantities at the lowest possible
            sustainable delivered prices; and
                           WHEREAS, Supplier confirms that Supplier has been approved by the Applebee's Servicer and/or the IHOP
            Servicer (collectively, the "Servicers," and each individually a "Servicer") as an approved supplier to the System; and

                           WHEREAS, Supplier is committed to continuous cost improvement for Products supplied to the System and desires
            to sell Products to the Co-op and/or Selected Buyers under the terms and conditions set forth herein;

                           NOW, THEREFORE, in consideration of the foregoing and the covenants and other agreements contained herein,
            the parties agree as follows:


             Item 1 -  Definitions

                                 (a)       As used in this Agreement, the following terms shall have the following meanings:

            "Agreement"  shall mean this Supplier Services Agreement and all applicable SSA Addenda (as defined below) and other
            documents specifically incorporated by reference herein.

            "Approved Distributors" shall mean distributors approved by one or both of the Servicers to distribute Products to
            Operators.

            "Operators" shall mean affiliates of the Servicers and franchisees and licensees that operate restaurants and other outlets in
            the System.

            "Person" shall mean any natural person, firm, limited liability company, partnership, corporation, or other business
            organization.

            “Products” shall mean any and all products (including food, beverages, packaging, supplies, and equipment) or services
            Supplier is authorized by one or both of the Servicers to supply to the System for use or consumption in System restaurants.
             The Products shall include all items from time to time supplied to the Co-op and/or its Selected Buyers by Supplier including
            those identified on the Co-op’s Central Pricing System (“CPS”).
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