Page 541 - Onboarding May 2017

for Proprietary Products without DineEquity’s express written permission.

5.4 Substitutions of Approved Products.
All substitutions of Approved Products must be approved by the DineEquity Quality
Assurance Department. If approved, the substitution will be invoiced by Distributor at the
Supplier Cost (or lower price if the Cost is lower) plus the applicable Distribution Fee.

5.5 Isolation and Recall Procedures.
Distributor will assist in any Approved Product recall so that defective Approved Products
are returned or destroyed in accordance with instructions given to the Supplier by
DineEquity or CSCS. Distributor will document its actual, out-of-pocket costs associated
with the recall and send that information to the applicable Supplier, with a copy to
DineEquity and CSCS. To the extent required under the applicable Supplier Services
Agreement between Supplier and CSCS, Supplier will credit Distributor for the cost of the
Approved Product (including its delivery to Operator), the reasonable costs of any
isolation, recall or final disposition Approved Products and redelivery of product to
restaurants.

6.0 SUPPLIERS

6.1 Suppliers.
Distributor will purchase Approved Products from Suppliers on its own account and
pursuant to terms and conditions agreed to by and between such Suppliers and CSCS.
DineEquity reserves the right to approve the Suppliers and CSCS reserves the right to
negotiate the price and other terms of the Approved Products, except for payment terms
between Distributor and Supplier.

7.0 INVENTORY

7.1 Inventory.
Distributor will maintain an inventory of Approved Products sufficient to provide the
Restaurants an adequate supply of Approved Products based on CSCS usage projections
and historical usage data. Distributor will purchase Approved Products in designated
freight bracket as indicated on product notification and/or product data sheet sufficient to
obtain the lowest Supplier Cost as long as the quantities do not exceed three weeks’ usage
in the aggregate.

7.2 Inventory Management.
Distributor will use commercially reasonable effort to purchase an Approved Product in
quantities sufficient for Distributor to obtain the lowest cost bracket available from a
particular Supplier, as long as the quantity required to be purchased to be eligible for such
cost bracket does not exceed 3 weeks’ usage in the aggregate. If Operator requests that
Distributor purchase an Approved Product in quantities exceeding 3 weeks’ usage,
Distributor may request compensation from Operator for any additional costs incurred in
carrying the additional inventory of such Approved Product. Operator must approve all
such additional costs in advance. Distributor, CSCS and Operator will jointly
communicate regarding Operator’s inventory needs. Distributor will utilize proper

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