GROUP BUYING EDGE AGREEMENT

This GROUP BUYING EDGE AGREEMENT (this Agreement) is made between the customer ("Customer"), and GROUP BUYING EDGE, LLC (GBE), a Pennsylvania limited liability company, with a principal place of business at 100 West Main Street, Lansdale, PA 19446. NOW THEREFORE, intending to be legally bound hereby, the parties hereto agree as follow:

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Engagement. Customer hereby engages GBE as its sole and exclusive agent to facilitate the collection of cost savings and rebates available to Customer. GBE hereby accepts such engagement upon the terms and conditions contained herein.

2. Term of Agreement. The initial term of this Agreement shall commence on the sign-up date and continue in full force for a period of five (5) years. The Agreement shall then automatically renew for successive one-year periods (each a Renewal Term) unless sooner terminated by Customer upon sixty (60) days written notice prior to the end of the then-current Term. Notwithstanding the foregoing, GBE shall be entitled to its fee hereunder with respect to all cost savings and rebates accrued and/or negotiated by GBE as of the date of termination of this Agreement. GBE may terminate upon written notice. 3. Customer Authorization. Customer hereby authorizes GBE to undertake the following on Customers behalf: (1) review and utilize Customer purchasing history to obtain supplier cost savings and rebates, (2) negotiate cost savings and rebate terms on behalf of Customer, (3) compile, monitor, record, and report Customers purchasing history to suppliers in order to facilitate the processing of cost savings and rebates, (4) obtain information from Customers suppliers and distributors, including, without limitation, purchasing data, tax identification numbers, and contact information (5) prepare and submit invoices to suppliers on Customers behalf in order to obtain supplier cost savings and rebates, (6) collect and disburse cost savings and rebates on behalf of Customer and direct suppliers to pay such cost savings and rebates to GBE on Customers behalf, (7) send commercial email alerts to Customer, and (7) take all actions deemed necessary or beneficial by GBE in connection therewith. Customer hereby authorizes its suppliers and distributors to release Customers information to GBE, including, without limitation, purchasing data, tax identification numbers, and contact information. Customers suppliers and distributors shall be entitled to rely on this authorization. 4. Duties and Responsibilities. During the term of this Agreement, GBE shall negotiate cost savings and rebate terms and collect cost savings and rebates from Customer suppliers on Customers behalf. GBE shall exercise good faith when negotiating cost savings and rebate terms for the benefit of Customer. GBE shall compile, monitor, and report Customers purchasing data to suppliers, prepare and submit invoices to the suppliers to obtain supplier cost savings and rebates, collect cost savings and rebates, and disburse the cost savings and rebates to Customer in accordance with the allocation herein set forth.
Cost Savings and Rebate Disbursements. GBE shall use reasonable efforts to ensure that all cost savings and rebates negotiated and received by GBE on behalf of Customer, less a 40% of savings and rebates contingency fee and any administrative fees, shall be forwarded to Customer on or about each quarter. As used herein the term Cost Savings and Rebates shall include but not be limited to all price reductions, as well as all rebates, incentives and/or allowances generated as a result of GBE activities and programs, and paid by the suppliers or service providers. In the event that any cost savings and rebates are paid directly to Customer by suppliers contacted by GBE without deduction and payment to GBE of all amounts due to GBE hereunder, GBE shall deduct amounts due to GBE hereunder from future disbursements to Customer. Customer shall, within fifteen (15) days of Customers receipt thereof, notify GBE of all monies paid directly to Customer from suppliers. GBE shall be permitted to assume direct payment of coupon submissions from a supplier to Customer at the time of the submission by GBE, and GBE shall not be required to verify payment from the supplier to the Customer. GBE shall not be required to disburse quarterly savings and rebates if the amount due to the Customer is below ten dollars. Customer forfeits any rights to amounts due from GBE six months from the date a payment is issued to the Customer from GBE. GBE is permitted to deliver payments to Customer through Customers Sysco representative.

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Confidential and Proprietary Information. Customer agrees that this Agreement, the services provided by GBE hereunder and GBEs purchasing analysis are proprietary and confidential. Except as required by law, Customer shall not, at any time during the term of this Agreement or thereafter, divulge any proprietary or confidential information of GBE (including, without limitation, information relating to customers, suppliers, contracts, business plans, processes, products, systems, know-how, and records) and shall hold all such information in the strictest confidence; provided, however, that Customer may disclose such information if it is or becomes public or available to the general public otherwise than through any act or default of Customer. Upon termination of this Agreement, Customer shall immediately either return all confidential information to GBE, or certify in writing that all tangible information has been destroyed.

7. Intellectual Property. Customer shall not, at any time during this Agreement or thereafter, have or claim any right, title, or interests in any trade name, service mark, patent, trademark, copyright, intellectual property, or other similar rights belonging to GBE and shall not have or claim any right, title, or interest in any material or matter of any kind prepared for or used in connection
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with the business or promotion of GBE. Customer agrees that GBE programs are proprietary and confidential information.

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Indemnification. Customer shall indemnify and hold harmless GBE, and its successors, agents, and assigns, from and against all claims, liabilities and costs, including reasonable attorney fees, of defending any third-party claim or suit arising out of or in connection with GBEs performance under this Agreement, or incurred by GBE as a result of Customers breach of the terms of this Agreement. Limitation of Liability; Disclaimer. GBE makes no representation or warranty, and hereby disclaims any representation or warranty, regarding the number of suppliers that GBE will contact on Customers behalf and/or the amount of cost savings and rebates that GBE will collect on Customers behalf. In no event shall GBE be liable to Customer for lost profits or special, incidental, or consequential damages.

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10. Notices. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and delivered personally or sent by mail, as follows: if to GBE, to its address listed above, or if to Customer, to its address listed in the enrollment form, or to any other address designated by a party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery or such mailing thereof, as the case may be. 11. No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf. 12. 13.
hereof. Applicable Law. This Agreement shall at all times be governed, construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania. Headings. The paragraph headings are for convenience of reference only and shall not define or limit the provisions

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Severability. The covenants in this Agreement are severable, and if any covenant or portion thereof is held to be invalid or unenforceable for any reason, such covenant or portion thereof shall be modified or adjusted to the extent necessary to cure such invalidity or unenforceability, and all other covenants and provisions shall remain valid and enforceable. Waiver. No waiver of any right or remedy of any party hereto under this Agreement shall be effective unless in writing, specifying such waiver, executed by such party. A waiver by any party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other rights or remedies at any time.

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16. Amendment or Modification. This Agreement may be amended, altered, or modified from time-to-time. Customer acknowledges and accepts amendments, alterations, or modification when Customer accepts a savings and rebate disbursement or direct payment from a supplier to the Customer resulting from GBE activity. 17.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

18. Entire Agreement. This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, understandings, or agreements of the parties, whether written or oral, with respect to such subject matter. 19.
Assignment. Customer shall not be permitted to assign its rights under this Agreement without the prior written consent of GBE; however, either party shall have the right to assign this Agreement to any person or entity that acquires or succeeds to all or substantially all of such partys business or assets upon written notice to the other party. IN WITNESS WHEREOF, Customer has caused this Agreement to be executed by its duly authorized officer and Customer has executed this Agreement as of the day and year of enrollment.

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