General Information:

(REQUIRED TO PROCESS REBATES)

Contact Information:

Supplier Information:

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1. By execution and delivery of this Agreement, the Client acknowledges and authorizes the Company to deduct as an annual participation fee (“Fee”) in addition to the administrative charges below the sum of $250.00 which constitutes the annual fee in the amount charged by the Company to avail the Client of the purchasing and other programs being offered, from time to time, by the Company, subject to the terms herein.

2. Participant shall be entitled to the benefits set forth below, and as hereafter established and modified by Company. Client hereby consents to the dissemination of information hereunder via phone, email, text, fax or other electronic means, and acknowledges the Clients information shall be furnished to the approved vendors to assist in the dissemination of program information administrated under this program.

3. The Client’s benefits hereunder shall not be transferred or assigned by Client, and any attempted transfer, assignment or other disposition shall be null and void. This Agreement shall renew automatically for successive one year periods (running consecutive to the Company’s business year October through September) unless the Client furnishes advance written notice of its election to terminate its participation prior to July 1st of each year.

4. The Company will negotiate terms and prices for the purchase of foods, beverages, food service commodities and related services. The Company will enter into agreements with purveyors confirming prices and related terms negotiated by the Company with respect to the purveyors’ products and services being offered for sale to a group of potential purchasers. The Company, from time to time, will keep Client advised of the terms of all active programs negotiated by the Company and purveyors and other entities offering services to the food and beverage serving community. The Company makes no representations or warranties, express or implied, with respect to any products or services furnished by any purveyor.

5. The Client agrees to comply with and be bound by any agreement negotiated by Company with its purveyors when purchasing products or services from the purveyor, and to use and purchase, monthly, from such purveyors (collectively) products and/or services costing at least $104,000.00 annualized, and not less than $20,000.00 per calendar quarter.

6. Client agrees to enter into any account agreements required by the purveyor prior to purchasing any of the products or services being offered by the purveyor for the price and under the terms negotiated and agreed to in the Company-purveyor agreement. The Company shall not be held liable for any breach or default by a purveyor or Client under such specific and separate agreement, and Client hereby indemnifies and holds harmless the Company from and against any such liability.

7. Client hereby expressly agrees and acknowledges that the only benefits, right and privileges associated with this Agreement with the
Company are (a) the right to purchase food, beverages, food service commodities and related services at the prices and under the terms set by the various Company-purveyor agreements described above; and (b) the right to receive a distribution of any manufacturer’s and/or vendor’s program benefits negotiated on behalf of Client (excluding manufacturer rebates administrated pursuant to separate agreement) that are paid and received, net of administrative expenses and Fees, with respect to the Client’s product/service purchases from participating purveyors/manufacturers if and to the extent the Company continues to participate in that purveyor’s/manufacturer’s programs. The Company shall have no duty to remit to Client any rebate or incentive administrated hereunder in the amount of $50.00 or less. Client further agrees and acknowledges that the Company may earn additional commissions or fees from the purveyors as a result of purchases that may be made by the Participant from such purveyors. Client agrees and acknowledges, except as expressly set forth in Section 7, it shall have no right, whether present, future or contingent, to participate in, receive any distribution of, or otherwise share in any purveyor commission or other fee earned with respect to or based on purchases made by Client, whether in the form of patronage dividends, broker or marketing fee, liquidation distributions, or otherwise by virtue of this Agreement. By execution of this Agreement, Client does hereby forever release the Company and agrees to hold the Company harmless from any claim by Client, its successors, heirs or assigns (I) for any share of any commissions or similar payments earned or received by the Company as a result of purchases from purveyors/manufacturers by Client (except as expressly set forth in this Section 8 and the entitlement as an Client) and/or (ii) with respect to any act or omission of any purveyor/manufacturer recommended by the Company and/or with respect to the products or services provided by any such licensed purveyor.

8. If Client (I) fails to pay or otherwise breaches its agreement with any purveyor licensed by the Company, or (ii) violates the terms and provisions of this Agreement or any Rule and/or Regulation of the Company, the Client’s entitlement to receive distributions as provided in paragraph 7 herein shall be terminated and Company, at Company’s election, may terminate this Agreement without further notice, and declare the same to be null and void. If Client fails to meet the above minimum purchasing requirements, the Company may suspend or deduct any amount from, or curtail Client’s right to receive Client’s program entitlements derived from the Client’s participation in Company programs until such time as Client recommences purchasing the minimum purchase volume required herein on annualized basis. The Client shall have the right to review and audit its purchasing records furnished to the Company by the purveyors or data management/tracking service limited specifically to the programs for which the Company has received any program entitlements for the Client’s account relating to the programs provided by Company. Company reserves the right to outsource the data management and tracking of all purchasing records. Client’s audit rights shall terminate 30 days following the receipt of each reporting statement, following which the Company allocations for Client’s participation shall be deemed correct and final.
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