Page 553 - Onboarding May 2017

inventory that Distributor purchased specifically for distribution to the Restaurants.
Operator 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 the DineEquity
Distributor Quality Program.

20.0 INDEMNIFICATION

20.1 Indemnification by Distributor.
Distributor agrees to indemnify, defend and hold Operator, its subsidiaries, affiliates,
officers, directors, agents and employees, harmless from and against any and all third party
claims, demands, liabilities, causes of action, damages, costs (including reasonable
attorneys’ fees and disbursements) and judgments made or incurred by or found against any
of them, resulting from or arising out of Distributor’s negligent acts or omissions under this
Agreement.

20.2 Indemnification by Operator.
Operator agrees to indemnify, defend and hold Distributor, harmless from and against any
and all claims, demands, liabilities, causes of action, damages, costs (including reasonable
attorneys’ fees and disbursements) and judgments made or incurred by or found against it
resulting from or arising out of Operator’s negligent acts or omissions under this Agreement.

20.3 Termination Co-terminus with Distribution Services Agreement.
In the event that the Distribution Services Agreement between CSCS and Distributor is
terminated for any reason or no reason at all this Agreement shall terminate as of the
effective date of the termination of the Distribution Services Agreement.

20.4 Indemnification Procedures.
Promptly upon becoming aware of any matter that is subject to the provisions of this
Section 20, the party seeking indemnification will give notice to the other party. The
indemnifying party will settle or defend the matter at its option, with its own counsel and at
its own expense. The indemnified party will reasonably cooperate with the indemnifying
party and may, at is option, participate in the settlement or defense of the matter with its
own counsel and at its own expense.

21.0 LIMITATION OF LIABILITY

21.1 Limitation of Liability.
EXCEPT FOR THOSE OBLIGATIONS SET FORTH IN SECTIONS 20
(INDEMNIFICATION) and 24 (CONFIDENTIALITY), NEITHER PARTY WILL IN
ANY EVENT BE LIABLE TO THE OTHER PARTY OR ITS RESPECTIVE
SUBSIDIARIES OR AFFILIATES, FOR ANY TYPE OF INCIDENTAL OR PUNITIVE
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

22.0 INSURANCE

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