Page 552 - Onboarding May 2017

written notice.

19.0 TERMINATION

19.1 Termination by Operator.
Operator has the right to terminate this Agreement with 120 days’ written notice to
Distributor if Distributor materially breaches any term of this Agreement.

19.2 Termination by Distributor.
Distributor has the right to terminate this Agreement with 120 days’ written notice if
Operator materially breaches any term of this Agreement and fails to cure such breach
within 120 days of written notice from Distributor. Non-payment by Operator is not
grounds for termination of this Agreement by Distributor. The parties will jointly work to
resolve any issues with non-payment, including use of arbitration under Section 32, if an
informal resolution cannot be reached.

19.3 Termination by Distributor or Operator.
Either Distributor or Operator has the right to terminate this Agreement immediately upon
written notice if the terminating party receives notice that the other party is declared
insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver is
appointed or any proceeding is demanded by, for or against the other party under any
provision of any bankruptcy laws.

19.4 Effect of Termination.
If the defaulting party cures its breach within the applicable notice period to the reasonable
satisfaction of the non-defaulting party, the termination notice will be void and this
Agreement will continue; otherwise, it will terminate in accordance with the termination
notice. Termination of this Agreement is without prejudice to any other right or remedy of
the parties. Termination of this Agreement will not relieve any party of any obligation or
liability that accrues prior to the date of termination.

19.5 Inventory Purchase upon Termination for Distributor’s Breach.
If this Agreement is terminated as a result of Distributor’s material breach of this
Agreement, then Operator’s new distributor will purchase at Distributor’s cost Operator’s
proportionate share of up to 30 days’ worth of all undamaged, merchantable Approved
Products in Distributor’s inventory that Distributor purchased specifically for distribution
to the Restaurants. Operator’s new distributor will purchase all perishable Approved
Products within 7 days of termination of this Agreement and will purchase all frozen and
dry Approved Products within 15 days of termination of this Agreement. Distributor will
tender all purchased Approved Products to the new distributor or its designee at
Distributor’s dock in accordance with DineEquity Distributor Quality Program.

19.6 Inventory Purchase upon Termination for Other Reasons.
If this Agreement is terminated for any other reason, Operator’s new distributor will
purchase at Distributor’s cost plus $.90 per case Operator’s proportionate share of up to
three weeks worth of all undamaged, merchantable Approved Products in Distributor’s

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