Page 538 - Onboarding May 2017
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(c)    Approved Product, once Applebee’s or IHOP has notified Distributor that
                                     that Approved Product should no longer be sold to the Restaurants.

               “On-Time Delivery Rate” means the measure of the actual delivery time (+/- one hour unless
               unattended)  compared to the scheduled delivery time, expressed as a percentage.

               “Operator” means an operator of one or more Restaurants in the Applebee’s or IHOP system
               who has signed this Agreement.

               “Order Fill Rate” means the measure of the number of cases delivered as ordered (without
               damage, mis-picks, mis-deliveries, shorts, out-of-stocks or substitution) compared to the total
               number of cases ordered, expressed as a percentage.


               “Order Guide” is a guide or other list of the Approved Products and corresponding Supplier
               Cost and Invoice Cost of all Approved Products provided to CSCS and the Operator once a
               month pursuant to Section 9.1 of this Agreement.

               “Peg Pricing” is an established FOB price or Landed Cost communicated by CSCS.

               “Promotions” are menu-specific campaigns endorsed by Applebee’s or IHOP, which are offered
               in the Restaurants throughout the calendar year.


               “Proprietary Product” means an Approved Product that is:
                              (a)        labeled with the trademarks or proprietary logos of Applebee’s or
                                         IHOP or labeled with “GFGB”; or


                              (b)        expressly manufactured or stocked exclusively for Applebee’s or
                                         IHOP.


               “Restaurant” means a restaurant operated by an IHOP or Applebee’s Operator.

               “Short Shelf Life Product” means an Approved Product that is nearing the end of its shelf life
               as designated by CSCS.

               “Slow-Moving Product” means (a) an Approved Product having less than 10-case movement
               within the immediately preceding 90 days if the Approved Product has a minimum six-month
               shelf life or (b) an Approved Product that, in Distributor’s reasonable determination, is at risk of
               becoming obsolete.

               “Sourcing Fee” means a flat fee per case assigned to specific products designated from time to
               time by CSCS.

               “Strike Price Date”  means the day on which the landed cost of Approved Product is effective
               regardless of Distributor’s inventory position.

               “Supplier” means the DineEquity approved providers or manufacturers of Approved Products.

               “Supplier Cost” means the CSCS negotiated price for the Approved Product charged to the





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