Page 560 - Onboarding May 2017

promptly upon conclusion of the arbitration, a written decision, setting out the reasons for
the decision. The arbitration decision will be final and binding on the parties, and the
decision may be enforced by either party in any court of competent jurisdiction. Each party
will bear its own expenses and an equal share of the expenses of the third arbitrator and the
fees, if any, of the CPR.

33.0 REPORTING

33.1 Reporting Requirements.
Distributor will provide reports in an electronic format at no charge to DineEquity, CSCS
or Operator, including but not limited to a monthly list of Supplier Cost, a monthly report
of individual Restaurant purchases, reports of Slow-Moving Products, Obsolete Products
and Short Shelf Life Products, the number of special deliveries, On-Time Deliveries, and
Order Fill Rates. Additional reports will be provided as reasonably requested by CSCS or
Operator. Operator grants CSCS permission to view the information contained in such
reports, including information relating to Operator’s Approved Product purchases.

33.2 Electronic Reporting.
Operator reserves the right to require Distributor to electronically transmit data to CSCS in
a format and using a system as specified by CSCS. The data transmitted to a designated
third party at Operator’s request will permit CSCS to identify the Product (by manufacturer
item, net weight, gross weight and cube), the Product movement (by delivery date, invoice,
Supplier and Restaurant and by Distribution Center), Supplier purchases, Order Fill Rate
and On-Time Delivery.

34.0 MEETINGS; SURVEYS

34.1 Quarterly Review Meetings.
CSCS and Operator may, upon request, meet with Distributor at a mutually agreeable
location to address Distributor’s performance, operating issues and such other matters as
the parties may choose.

34.2 Account Manager.
Distributor will appoint one of its employees to serve as account manager for Operator. The
account manager will provide responses to issues, questions, or problems noted by CSCS
and Operator with respect to the distribution services.

34.3 Distributor Performance Survey.
CSCS will conduct a distributor performance survey to be completed by the restaurants to
evaluate Distributor’s service performance. An example is attached as Exhibit F. CSCS
will discuss the results of these surveys during the Distributor business review meetings.

35.0 WAIVER AND SEVERABILITY

35.1 Waiver and Severability.
The waiver by either party of any term or condition of this Agreement will not constitute
the waiver of any other breach of the same or any other term. To be enforceable, a waiver

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