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(b) Workplace. Supplier will provide its employees with a safe and healthy workplace in compliance
with all applicable laws;
(c) Voluntary Employment. Supplier will only employ persons whose presence is voluntary. Supplier
shall not use any form of corporal punishment, mental or physical coercion as a form of discipline of its employees;
(d) Environmental Laws. Supplier will comply with all applicable environmental laws;
(e) Public Health Security and Bioterrorism Preparedness and Response Act of 2002. Supplier will
comply with all applicable provisions of the Public Health Security and Bioterrorism Preparedness and Response Act of 2002
and any regulations promulgated thereunder, including, without limitation, the registration and notice requirements thereof;
and
(f) Inspections. Supplier acknowledges and agrees that the Servicers and/or the Co-op may engage in
activities such as the unannounced inspection of Supplier's facilities during regular business hours in order to monitor
compliance with this Agreement.
Item 29 - Food Safety Audits.
In addition to any other requirements of this Agreement, Supplier agrees to submit, at Supplier's expense, to such audits of
food safety as are established from time to time by the Servicers. Such audits shall be annual in nature, unless issues arise
which the Co-op or the Servicers believe justify more frequent auditing activity.
Item 30 - Indemnification.
Supplier hereby agrees to defend, indemnify and hold harmless the Co-op, its Selected Buyers, and the Servicers, as well as
each of their respective franchisees, officers, directors, licensees, consignees, agents, employees, representatives,
successors and assigns affiliates, parents and subsidiaries (collectively, the "Indemnified Parties") from and against any and
all actions, claims, suits, losses, damages, obligations, liabilities and/or expenses (including reasonable attorneys' fees) of
every kind whatsoever which may arise in whole or in part, directly or indirectly, from or be connected with (a) the breach of
any warranty, express or implied, and/or any accident, occurrence, injury to persons or property which may occur before or
after acceptance of the Products by any of them which shall arise from, be caused by, or be connected with, in whole or in
part, directly or indirectly, the preparation, processing, manufacture, completion, delivery, operation, consumption and/or use
of the Products, and/or (b) the breach of any covenant or agreement of Supplier contained in this Agreement. Such defense
and indemnity shall include, without limitation, any claim that an Indemnified Party is liable for damage, injury, loss, cost or
expense resulting from its or their design, approval, or use of the Products (including, but not limited to, any cost or expense
relating to warranty 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 a particular Indemnified Party for any claim, suit,
loss, damage, liability or expense to the extent arising from the negligence or willful misconduct of the Indemnified Party in
the operation, consumption, use or sale (but not the acceptance or approval) of the Products. If Supplier fails promptly to
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 in interest and assignees,
may, but are not obligated to, defend the action in the manner it or they deem appropriate, and Supplier shall pay to the
appropriate party any amount incurred, which shall include, for this purpose, any settlement incurred or agreed to by the
Indemnified Party as well as all reasonable legal fees and costs incurred. The provisions of this Section 30 shall survive the
expiration or earlier termination of this Agreement.
Item 31 - Product Recall, Recovery, Replacement, and/or Retrofit.
In the event it is deemed necessary by a governmental entity, the Supplier, the Servicers, and/or the Co-op to recall, recover,
replace and/or retrofit any of the Products for any reason bearing on their quality, functionality and/or safety, Supplier agrees
to comply diligently with all recall, recovery, replacement and/or retrofit procedures established from time to time by the
Servicers or the Co-op. Furthermore, Supplier agrees to bear all costs and expenses incurred by it, the Servicers, the Co-op
and/or its Selected Buyers in compliance with such recall, recovery, replacement and/or retrofit procedures to the extent due
to the breach by Supplier of the terms of this Agreement. In the event Supplier fails or refuses to comply with the recall,
recovery, replacement and/or retrofit procedures required hereunder upon the request of the Servicers or the Co-op, the Co-
op and/or its Selected Buyers shall be authorized to take such action as they deem necessary to complete the recall,
recovery, replacement and/or retrofit and Supplier shall reimburse the Servicers, the Co-op and its Selected Buyers for their
costs and expenses, including, but not limited to, their reasonable attorneys' fees incurred in such recall procedures; any
such action taken by the Co-op and/or its Selected Buyers shall not relieve Supplier of its obligations hereunder. Supplier
also agrees, at its sole cost and expense, to promptly implement any recall, recovery, replacement and/or retrofit solutions to
any Products not yet delivered. The Co-op and/or the Servicers shall use commercially reasonable efforts to provide