Page 558 - Onboarding May 2017

29.0 RELATIONSHIP OF PARTIES

29.1 Relationship of Parties and Labor Responsibility.
This Agreement is not intended and will not be construed to constitute either party as the
joint venture, partner, agent or legal representative of the other. Neither party has any
authority, whether express, implied, or apparent, to assume or create any obligations on
behalf of the other. Distributor expressly assumes and agrees to perform the labor
relationship with its employees who are responsible for performing the duties of Distributor
under this Agreement. Distributor acknowledges that such employees are subordinated to
its orders and are following the instructions that are assigned to them. In view of the
foregoing, Distributor will indemnify and hold DineEquity, CSCS and Operator, and its
officers, directors, employees and agents, harmless from and against all claims, demands,
actions, suits, proceedings, losses, damages, fines, liabilities, costs and expenses (including
without limitation reasonable attorneys fees), (i) arising out of any labor claims in
connection with the execution, performance and delivery of this Agreement, or (ii) arising
out of or in any way connected with this Agreement or any other agreement relating to
Distributor’s employees except to the extent of DineEquity’s, CSCS’ or Operator’s
negligence or willful misconduct.

It is further understood, recognized and agreed that Operator and Distributor are
independent contractors, and therefore between them there is a commercial relation
exclusively, which is not and will not be deemed under any circumstance as a permanent
establishment under tax laws, treaties or conventions. Under no circumstance whatsoever
will Distributor: (i) have any express or implied authority to represent Operator; (ii) have a
stock of goods or merchandise out of which it makes deliveries on behalf of Operator, as
Distributor acts under its own name, risk and benefit; (iii) incur risks on behalf of Operator;
(iv) engage in activities that economically correspond to Operator and not as a person
acting independently; (v) receive any kind of remuneration from Operator; or (vi) conduct
activities with Operator by setting prices or amounts of compensation other than those that
would have been used by unrelated parties in comparable transactions. Consequently,
Distributor will act at all times and circumstances independently from Operator and under
no implied or detailed instructions of Operator as both Operator and Distributor are
completely independent and unrelated parties; and Distributor does not and will not have
under any circumstance implied or express authority to conclude contracts on behalf of
Operator to act as its representative.

30.0 REMEDIES

30.1 Remedies.
All remedies, rights, undertakings and obligations will be cumulative and none will operate
as a limitation of any other remedy, right, undertaking or obligation.

31.0 GOVERNING LAW

31.1 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State
of ___________.

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