Page 549 - Onboarding May 2017

currently in the Freight Management program. When Distributor targets a new lane for
backhaul, and such lane is transitional to Distributor with the approval of CSCS, there will
be a four-week period to transition the lane to the Distributor. When the Freight Manager
targets a “distributor arranged” lane for activation, there will be a maximum four-week
period to transition the lane to the Freight Management Program.

15.4 Designation of Freight Manager.
Unless otherwise noted, all moves managed in the Freight Management Program will act as
a distributor pickup (“CPU”) and the Freight Manager will bill Distributor the contracted
agreed upon freight standard for the move.

15.5 Freight Management Claims
On loads in which the Freight Manager manages the freight, the Freight Manager will be
responsible for determining whether fault lies with the carrier or the Supplier for Approved
Products that are deemed unacceptable by DineEquity Quality Assurance department or
Distributor’s personnel when they arrive at the Distribution Center. The Distributor will,
within 24 hours, provide the Freight Manager a written explanation for the rejection of the
Approved Product, including all pertinent data that supports the rejection of the Approved
Product such as pictures of damaged Approved Product and receiving documentation,
whether the damage is determined to be Supplier or carrier-caused. If the damage is
determined to be Supplier-caused, the Distributor will seek an amicable remedy directly
with the Supplier and will pay the Freight Manager in full based on the number of cases
ordered. If the damage is carrier-caused, the Freight Manager will reimburse the
Distributor within 60 days for the cost of the Approved Product. Freight Manager will
maintain commercial general liability insurance, including, but not limited to, public
liability, completed operations and product liability coverage, in amounts not less than
those reasonably required from time to time by CSCS.

15.6 Participation in Collaborative Replenishment.
Distributor will support the Freight Manager’s collaborative replenishment process by
structuring and synchronizing the replenishment order plans that facilitate optimized freight
routings within the CSCS logistics network. Upon mutual agreement, Distributor will
execute refined order schedules (order dates and order quantity) recommended by the
Freight Manager on select freight lanes, subject to explicit replenishment service level
agreements stipulated by CSCS and Distributor.

15.1 Inbound Freight.
Inbound Freight will be paid in accordance with the Freight Management Program.

15.2 Unloading Fees.
Unloading services (lumpers) will be provided to the Supplier’s carrier or the Freight
Manager’s designated or contracted carrier, at the carrier’s option and expense, to offload
Approved Product onto Distributor’s dock in accordance with Distributor’s requirements.
Lumper fees will be capped as follows:

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