Page 537 - Onboarding May 2017

known to the receiving party before negotiations leading up to this Agreement; (ii) independently
developed by the receiving party without relying on the disclosing party’s Confidential
Information; (iii) part of the public domain or is lawfully obtained by the receiving party from a
third party not under an obligation of confidentiality; or (iv) free of confidentiality restrictions by
agreement of the disclosing party.

“Delivery Driver” means a driver who delivers Approved Product to a Restaurant, whether the
driver is an employee or independent contractor of Distributor.

“Delivery Window Lockout” means those times when a Delivery Driver must not deliver
Approved Product to a Restaurant.

“Distribution Center” means Distributor’s designated facility from which Approved Products
are received, warehoused and distributed.

“Distribution Fee” means the applicable flat fee per case as set forth in Exhibit A that
Distributor charges to distribute Approved Products to the Restaurants and expressly excludes
Supplier Cost and Inbound Freight.

“Distributor’s Cost” means Distributor’s cost of the Approved Product as shown on the
Supplier’s invoice plus associated freight, less applicable discounts or allowances. Distributor’s
Cost excludes cash discount payment terms or other discounts only available to Distributor

“Effective Date” is defined in the introductory paragraph.

“Freight Manager” means the third party manager of the Freight Management Program.

“Fuel Surcharge” is defined in Section 14.4.

“Inbound Freight” means the freight cost to transport Approved Product from the Supplier to
the Distribution Center.

“Invoice Cost” means the Landed Cost plus the Distribution Fee, the Sourcing Fee and the Fuel
Surcharge.

“Landed Cost” means the landed cost to the Distribution Center, including the Supplier Cost
and Inbound Freight.

“Major Route Change” means a route change that occurs when 20% of the Restaurants receive
a variation from the previously scheduled delivery times. A change in route as the result of a new
Restaurant opening is not deemed to be a Major Route Change.

“Obsolete Product” means any:

(a) Approved Product that has had no case movement in the immediately
preceding 90 days;

(b) Approved Product that has exceeded its shelf life; or

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