Page 551 - Onboarding May 2017

17.0 AUDIT

17.1 Audit.
CSCS may conduct an on-site audit, once annually, of the purchases made under this
Agreement. Distributor will furnish verification of the Invoice Cost of all Approved
Products, subject to the following:

(a) CSCS will give Distributor 20 days’ notice.

(b) CSCS may use its own personnel or personnel of an independent auditor. If an
independent auditor is utilized, then such auditor must execute Distributor’s
confidentiality agreement.

(c) CSCS will pay the fees, costs and expenses incurred by its personnel or those of the
independent auditor.

(d) The parties will mutually agree on the date and time of the audit.

17.2 Audit Dispute Resolution.
If the audit shows that there is a discrepancy between the agreed-upon Invoice Cost and the
actual Invoice Cost charged to the Restaurants, the appropriate party will reimburse the
other party within 15 business days. If either party disputes the results of the audit, the
parties will negotiate in good faith to resolve the dispute. If the disagreement has not been
resolved within 30 days, the parties will submit the disagreement to mediation. If the
disagreement has not been resolved with 20 days of submission to mediation, the parties
will submit the disagreement to arbitration in accordance with Section 32. If the audit
reveals net overcharges of more than 2% of purchases during any six-month period,
Distributor will reimburse CSCS for all reasonable costs incurred in connection with the
audit.

17.3 Price Verification.
For the purpose of information analysis and reconciliation of overcharges, Distributor will
provide to CSCS or its designated third party provider, in the format established by CSCS
or the designated third party provider, the following information: monthly price
verification, order placement or processing, or supplier rebate application purchasing
information.

18.0 TERM

18.1 Term.
The term of this Agreement will commence on the Effective Date and will continue for five
years, unless otherwise terminated in accordance with this Agreement. The term of this
Agreement may be extended by Operator for two additional one-year terms by providing
Distributor at least 90 days’ prior written notice. In addition, if any Restaurant ceases using
Distributor’s services in Distributor’s Service Area, Operator will have 30 days within
which to exercise its right to terminate this Agreement by giving Distributor 120 days’

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