Common use of Proprietary Products Clause in Contracts

Proprietary Products. 12.1. We will maintain an inventory of Proprietary Product items. 12.2. Proprietary Products are Products that would not otherwise be brought into the inventory of a distribution center except for your requirements. Proprietary Products include Products with your label or logo, special order Products, test Products, menu special Products, seasonal Products, Products branded to a Distributor (if you designate that the Product must be procured from a specific Manufacturer), and Products requested by Cosi. Proprietary Products are determined by distribution center and agreed to by Cosi, and what is a Proprietary Product in one distribution center may or may not be a Proprietary Product in another distribution center. Proprietary Products include Products that have been purchased, transferred, or consigned for your account that we have in inventory, in transit, or for which non-cancelable orders have been placed. 12.3. You must notify DMA, in writing, to stock or discontinue Proprietary Products using DMA’s standard form or a mutually acceptable alternative. 12.4. If you specify a particular Manufacturer for your Proprietary Products which is not currently authorized by a Distributor, then the Manufacturer will be required to complete the Distributor’s standard Manufacturer documentation before purchases can be made for resale to you. Manufacturer documentation includes agreements regarding indemnification, insurance coverage, and applicable pure food guarantees. If the Manufacturer does not provide the documentation required by a Distributor, DMA will notify you, and then you indemnify the Distributor and its employees, officers and directors from all loss, damage, and expense (including reasonable attorney’s fees) for personal injury or property damage arising from or related to the delivery, sale, use or consumption of the Proprietary Products, except to the extent caused by the Distributor’s negligence, or the negligence of its employees or agents. 12.5. Proprietary Products will be stocked in quantities not to exceed 31 days’ supply in each of our distribution centers. 12.6. You will purchase at least 7 units of sale of each Proprietary Product per week from each of our distribution centers, and we will notify you if you fail to do so. If you fail to increase purchases of the Proprietary Product to that minimum in the 30 days after our notice, then you will do one of the following: (1) discontinue the Proprietary Product;

Proprietary Products. 12.1. 15.1 We will maintain an inventory of Proprietary Product itemsitems up to the number of items specified in the Schedule. Each separate SKU counts as a separate item. 12.2. 15.2 Proprietary Products are Products that would not otherwise be brought into the inventory of a distribution center except for your requirements. Proprietary Products include Products with your label or logo, special order Products, test Products, menu special Products, seasonal Products, Products branded to a Distributor (if you designate that the Product must be procured from a specific Manufacturer), and Products requested by CosiUnits. Proprietary Products are determined by distribution center and agreed to by Cosicenter, and what is a Proprietary Product in one distribution center may or may not be a Proprietary Product in another distribution center. Proprietary Products include Products that have been purchased, transferred, or consigned for your account that we have in inventory, in transit, or for which non-non- cancelable orders have been placed. 12.3. 15.2.1 Special order Products will not be part of the Maximum Number of Proprietary Products specified in the Schedule. 15.3 You must notify DMA, in writing, DMA for us to stock or discontinue Proprietary Products using DMA’s standard form or a mutually acceptable alternativethe Product Information Form (PIF). 12.4. 15.4 Notification to discontinue a Proprietary Product must be communicated to us via e-mail. 15.5 If you specify a particular Manufacturer Supplier for your Proprietary Products which is not currently authorized by doing business with a Distributor, then the Manufacturer Supplier will be required to complete the Distributor’s 's standard Manufacturer Supplier documentation before purchases can be made for resale to you. Manufacturer Supplier documentation includes agreements regarding indemnification, insurance coverage, requirements for disclosure of applicable hazardous materials (including for transportation), and applicable pure food guarantees. If the Manufacturer Supplier does not provide the documentation required by a Distributor, DMA will notify you, and then you indemnify the Distributor and its employees, officers and directors from all loss, damage, and expense (including reasonable attorney’s attorneys' fees) for personal injury or property damage arising from or related to the delivery, sale, use or consumption of the Proprietary Products, or government imposed fines arising from inadequate notification of requirements with respect to hazardous materials, except to the extent caused by the Distributor’s 's negligence, or the negligence of its employees or agents. 12.5. 15.6 We will stock each Proprietary Products will be stocked Product in sufficient quantities to meet our service requirements not to exceed 31 days’ a 3 weeks' average supply in each of our distribution centerson-hand inventory. The on-hand inventory for some Proprietary Products may be lower to ensure freshness and shelf life of the Product. 12.6. You 15.7 Excluding the Maximum Number of Slow Moving Products outlined in the Schedule, the Units will purchase at least 7 units of sale 5 cases of each Proprietary Product per week from each of our distribution centers, and we will notify you if you the Units fail to do so. If you fail to increase purchases of movement for the Proprietary Product does not increase to that the minimum in the within 30 days after our of notice, then you will do one of the followingfollowing options can be used for mitigation by you: (1) discontinue select an alternative Product commonly stocked by the Proprietary Productdistribution center;

Proprietary Products. 12.113.1. We will maintain an inventory of Proprietary Product itemsitems up to the number of items specified in the Schedule. Each separate SKU counts as a separate item. 12.213.2. Proprietary Products are Products that would not otherwise be brought into the inventory of a distribution center except for your requirements. Proprietary Products include Products with your label or logo, special order Products, test Products, menu special Products, seasonal Products, Products branded to a Distributor (if you designate that the Product must be procured from a specific ManufacturerSupplier), and Products requested by Cosi. Proprietary Products are determined by distribution center and agreed to by Cosicenter, and what is a Proprietary Product in one distribution center may or may not be a Proprietary Product in another distribution center. Proprietary Products include Products that have been purchased, transferred, or consigned for your account that we have in inventory, in transit, or for which non-cancelable orders have been placed. 12.313.3. You must notify DMA, in writing, DMA for us to stock or discontinue Proprietary Products using DMA’s standard form or a mutually acceptable alternativeform. 12.413.4. If you specify a particular Manufacturer Supplier for your Proprietary Products which is not currently authorized by doing business with a Distributor, then the Manufacturer Supplier will be required to complete the Distributor’s standard Manufacturer Supplier documentation before purchases can be made for resale to you. Manufacturer Supplier documentation includes agreements regarding indemnification, insurance coverage, and applicable pure food guarantees. If the Manufacturer Supplier does not provide the documentation required by a Distributor, DMA will notify you, and then you indemnify the Distributor and its employees, officers and directors from all loss, damage, and expense (including reasonable attorney’s fees) for personal injury or property damage arising from or related to the delivery, sale, use or consumption of the Proprietary Products, except to the extent caused by the Distributor’s negligence, or the negligence of its employees or agents. We will notify the BBRG VP of Purchasing when this occurs. 12.513.5. Proprietary Products We will be stocked purchase product based upon your volume in quantities the most cost effective bracket not to exceed 31 days’ a three (3) weeks average supply in each of our distribution centerson hand inventory. The on hand inventory for some Products may have to be adjusted based upon the expected freshness and shelf life of the Product. [ * * * ] Confidential treatment requested. 12.613.6. You will purchase at least 7 units of sale 5 cases of each Proprietary Product per week from each of our distribution centers, and we will notify you if you fail to do so. If you fail movement for the proprietary Product does not increase to increase purchases of the Proprietary Product to that minimum in the within 30 days after our notice, then you will do one of notice the followingfollowing options can be used for mitigation by you: (1) discontinue select an alternative Product commonly stocked by the distribution center, or (2) procure the Proprietary Product;Product as a direct shipment from the Supplier (Freight and Transfer fees may apply.)

Proprietary Products. 12.113.1. We will maintain an inventory of Proprietary Product itemsitems up to the number of items specified in the Schedule. Each separate SKU counts as a separate item. 12.213.2. Proprietary Products are Products that would not otherwise be brought into the inventory of a distribution center except for your requirements. Proprietary Products include Products with your label or logo, special order Products, test Products, menu special Products, seasonal Products, Products branded to a Distributor (if you designate that the Product must be procured from a specific Manufacturer), and Products requested by CosiUnits. Proprietary Products are determined by distribution center and agreed to by Cosicenter, and what is a Proprietary Product in one distribution center may or may not be a Proprietary Product in another distribution center. Proprietary Products include Products that have been purchased, transferred, or consigned for your account that we have in inventory, in transit, or for which non-cancelable orders have been placed. 12.313.3. You must notify DMA, in writing, DMA to stock (using our Product Information Form — PT) or discontinue Proprietary Products using DMA’s standard form or a mutually acceptable alternativeProducts. [ * * * ] Confidential treatment requested. 12.413.4. If you specify a particular Manufacturer for your Proprietary Products which is not currently authorized by a Distributor, then the Manufacturer will be required to complete the Distributor’s standard Manufacturer documentation before purchases can be made for resale to you. Manufacturer documentation includes agreements regarding indemnification, insurance coverage, and applicable pure food guarantees. If the Manufacturer does not provide the documentation required by a Distributor, DMA will notify you, and then you indemnify the Distributor and its employees, officers and directors from all loss, damage, and expense (including reasonable attorney’s fees) for personal injury or property damage arising from or related to the delivery, sale, use or consumption of the Proprietary Products, except to the extent caused by the Distributor’s negligence, or the negligence of its employees or agents. 12.513.5. Proprietary Products will be stocked in quantities not designed to exceed 31 days’ supply turn at least 12 times per year in each of our distribution centers. 12.613.6. You will purchase at least 7 units of sale 5 cases of each Proprietary Product per week from each of our distribution centers, and we will notify you if you fail to do so. If you fail to increase purchases of the Proprietary Product to that minimum in the 30 days after our notice, then you will do one of the following: following (your choice): (1) discontinue the Proprietary Product;