Last updated: January 30, 2023

Article I. DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following capitalized terms shall have the meanings indicated unless the context requires otherwise:

1. “Allowances” shall mean any allowances paid, after the Effective Date, to Entegra by a Manufacturer or Distributor for the purchase of Products by Client and Facilities from Manufacturers (whether as a Manufacturer Direct Purchase or oth0erwise) and Distributors. Notwithstanding the foregoing, the calculation of Allowances shall not include signing bonuses, allowances paid for the promotion of products (including the goods and services needed to perform such promotions), allowances paid by Distributors, growth incentive allowances, and all monies paid to or received by (i) Sodexo Affiliates outside of the United States; and (ii) Sodexo Affiliates that are not wholly-owned by Sodexo.
2. “Affiliate” shall mean a person or any other entity that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the designated party, but only for so long as the relationship exists.
3. “Calendar Quarter” shall mean the successive three-month periods ending respectively on March 31st, June 30th, September 30th and December 31st.
4. “Competitor” shall mean each of Aramark Corporation; Compass Group PLC; Lackmann Food Service, Inc.; Culinart, Inc.; International Service System; Elior Group S.A.; Whitson’s Food Service Corp.; Restaurant Marketing Associates, Inc.; Premier, Inc.; Foodbuy, LLC; Avendra, LLC; Navigator Group Purchasing, Inc. and similar organizations and their respective subsidiaries and Affiliates.
5. “Control” shall mean ownership of more than fifty percent (50%) of the equity entitled to vote for the election of directors in the case of a corporation, and at least fifty percent (50%) of the interests in profits in the case of an entity other than a corporation.
6. "Distributors" shall mean those Prime Distributors, Regional Distributors and direct store delivery distributors, a list of which Entegra may provide upon request, which list may be updated from time to time without notice.
7. "Effective Date” means the date on which Entegra receives a fully-executed, complete Agreement from Client.
8. “Entegra” shall mean Entegra Procurement Services, LLC. CORD is a division of Entegra.
9. “Existing Agreements” (and each an “Existing Agreement”) means agreements between Client and a manufacturers, regional distributors or service providers or each Facility and manufacturers, regional distributors or service providers that were in effect on the Effective Date.
10.  "Facilities" shall mean entities, divisions, facilities and locations: (i) owned by, managed by, or affiliated with Client as of the Effective Date that are participating in the Program; (ii) that are not under contract with Sodexo or a Competitor for food or facilities management services; (iii) that are not currently under contract with Entegra for services substantially similar to the services covered under this Agreement; and (iv) that are located in the United States of America.
11.  "Facilities Products" shall mean those products utilized in the provision of facilities management services, including, but not limited to, disposables and cleaning supplies that are covered by a Sodexo Agreement.
12.  "Food Products" shall mean those products utilized in the provision of foodservice management and purchased under a Sodexo Agreement, including, but not limited to (i) food and certain non-alcoholic beverages, (ii) smallwares, disposables and other foodservice supplies, and (iii) cleaning supplies.
13.  "Manufacturers" (and each a “Manufacturer”) shall mean those manufacturers or suppliers of Products with whom Sodexo or Entegra has entered into a Manufacturer Agreement, a list of which Entegra may provide upon request, which list may be updated from time to time without notice.
14.  “Manufacturer Agreement” shall mean those agreements between Sodexo and Manufacturers for the supply of certain Products.
15.  “Manufacturer Direct Purchases” (and each a “Manufacturer Direct Purchase”) shall mean those Purchases of Products directly from a Manufacturer.
16.  “Prime Distributors” shall mean the Distributors that are commonly known as broadline distributors which may include, without limitation, Sysco Corporation and Gordon Food Service, Inc.
17.  “Products” shall mean Food Products, Facilities Products and Services.
18.  “Program” shall have the meaning set forth in Section 2.03 of this Agreement.
19.  “Purchases” (and each a “Purchase”) shall mean the purchase by Client or a Facility of Products covered by a Manufacturer Agreement from a Distributor or directly from a Manufacturer.
20.  "Regional Distributor" shall mean those distributors that have signed a written agreement with Entegra for the supply Products such as, without limitation, fresh baked goods, dairy, bottled and canned beverages, linen rentals, paper goods, smallwares, meats, seafood and produce.
21.  “Services” shall mean those services that are covered by a Manufacturer Agreement.
22.  “Service Provider” means a provider of Services.
23.  “Sodexo Agreement” shall mean Distribution Agreements and Manufacturer Agreements.

Article II. PROCUREMENT SERVICES

Section 2.01 Obligations of Client and Facilities:

1. Client and/or Facility shall, at all times, have sole responsibility for ordering Products required at Client or such Facility.
2. Client shall assist in facilitating meetings between Entegra and key Facilities for the purpose of providing an overview of the Program.
3. Client shall provide Entegra with an updated written membership list for all Facilities on no less than a Calendar Quarterly basis.
4. Client shall participate in a transition meeting with Entegra within thirty (30) days of the Effective Date. This meeting is designed to clarify expectations of the Parties with regard to Program implementation and ongoing management and will form the basis for Entegra’s management of the Program. Entegra shall be responsible for direct meeting costs associated with this session to include meeting space, meals, facilitation costs, Entegra employee’s travel and Entegra employees’ lodging. Entegra shall not be responsible for Client’s travel or lodging costs.
5. Promptly after the Effective Date, Client shall notify the Facilities in writing that Entegra is their sole approved supplier of food procurement services.
6. Client agrees to promptly notify Entegra of any Facility that is participating in the Program that subsequently contracts with a Competitor for food service management services. Entegra shall have the right to terminate such Facility’s authorization to purchase under Manufacturer Agreements or to otherwise participate in the Program upon ten (10) days’ prior written notice to such Facility.

Section 2.02 Relationships with Manufacturers and Distributors and Service Providers. With respect to Manufacturers, Distributors and Service Providers, the Client and Facilities shall:

1. comply with the terms of Manufacturer Agreements and Distribution Agreements and agreements with Service Providers to the degree these terms are communicated to the Client or Facility;
2. make arrangements with a Distributor for the delivery of the Products to the Client or its Facilities;
3. make arrangements with a Service Provider for the delivery of the Services to the Client or its Facilities
4. make all payments directly to the Manufacturer or Distributor or Service Provider as required and
5. establish their own creditworthiness with each such Manufacturer and Distributor and Service Provider.

Section 2.03 Obligations of Entegra. Entegra shall provide Client and its Facilities, and no other party, the following procurement services within the continental United States (the "Program"):

1. Authorization for Client and its Facilities to purchase Products from Manufacturers and Prime Distributors on the terms and conditions negotiated by Entegra, to the extent permitted under the terms of the corresponding Manufacturer Agreements and Distribution Agreements.
2. Authorization for Client and its Facilities to purchase Products from Regional Distributors on the terms and conditions negotiated by Entegra, to the extent permitted under the terms of the corresponding Regional Distribution Agreements.
3. Authorization for Client and its Facilities to purchase Services from Service Providers on the terms and conditions negotiated by Entegra, to the extent permitted under the terms of the corresponding agreements with Service Providers.
4. Entegra shall appoint a National Account Executive to oversee and manage the Program for the Client. The National Account Executive shall: (i) coordinate marketing related activities involving Client and Manufacturers, (ii) provide contract releases to Distributors, as appropriate, (iii) conduct quarterly business reviews with Client, (iv) assist Client in resolving issues between or among, as applicable, Manufacturers, Distributors and/or Facilities, as necessary, and (v) work with Client to identify opportunities to provide additional value to the Facilities.
5. Agreements with Service Providers, Manufacturer Agreements and Distribution Agreements do not contemplate contributions, donations or sponsorships. Accordingly, Entegra will not make such request of Manufacturers or Distributors on behalf of Client or Facilities.

Article III. GENERAL TERMS AND CONDITIONS

Section 3.01 Confidentiality. Client acknowledges that the information provided pursuant to the Agreement, including, without limitation, information regarding pricing of Products and Services and Allowances, is highly sensitive, proprietary and confidential information of each respective Party and that all such information shall be considered Confidential Information (as defined below). In addition, with respect to information furnished by Sodexo, Entegra or a Distributor or Manufacturer or Service Provider to Client or a Facility, such information shall only be available to Client’s executive management team responsible for this Agreement and the President, Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.

1. Either Party that receives Confidential Information from the other Party hereto (such receiving party, as the case may be, the "Receiving Party", and such disclosing party, as the case may be, the "Disclosing Party") shall maintain such Confidential Information in confidence. For purposes of this Agreement, the term "Confidential Information" shall mean all information received from the Disclosing Party or any of its affiliates or representatives (including, without limitation, the terms hereof, any know-how, trade secret, process, confidential or proprietary report or information or other form of information relating to the Disclosing Party's or its affiliates' business), whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form; provided that "Confidential Information" shall not include any information that: (i) is or becomes generally available to the public, other than as a result of a breach by the Receiving Party or its affiliates or representatives of this Section 3.01; (ii) was known by the Receiving Party or its representatives prior to the date of this Agreement (except for any information provided to it by the other Party in contemplation of this Agreement); (iii) becomes available to the Receiving Party or its representatives on a non-confidential basis from a third party who is not bound by any confidentiality obligation to the Disclosing Party or its subsidiaries or affiliates; or (iv) was independently developed by the Receiving Party's employees or agents (so long as such Party's employees or agents had no access to or benefit of any of the information in question) as substantiated by separate documentation.
2. The Receiving Party further agrees not to use, disclose, reproduce or dispose of any Confidential Information in any manner except as expressly permitted by this Agreement. The Receiving Party agrees to restrict disclosure of any Confidential Information solely to its employees, accountants, attorneys and other similar representatives who have a need to know and to advise such persons of their obligations of confidentiality and non-disclosure hereunder. Further, the Receiving Party shall not disclose any Confidential Information to third parties, including independent contractors or consultants, without the prior express written consent of the Disclosing Party and shall advise such third parties, in the event of such consent, of their obligations of confidentiality and non-disclosure hereunder. The Receiving Party agrees to use reasonable means, not less than those used to protect its own proprietary information, to safeguard such Confidential Information. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either Party to disclose Confidential Information of the other Party if (x) to the extent compelled to do so under law, whether pursuant to a judicial or governmental investigation or proceeding or otherwise, provided that the Disclosing Party has been given reasonable prior notice and the opportunity, if reasonably practicable, to try to prevent or limit such disclosure through a court order or other appropriate legal means, (y) necessary in any legal proceedings based upon the provisions and terms of this Agreement, provided that the Disclosing Party uses its reasonable efforts to try to prevent or limit such disclosure or (z) to potential investors or financiers of either Party pursuant to a confidentiality agreement previously approved by the Disclosing Party.
3. Each Receiving Party recognizes that its disclosure of information in violation of this Section 3.01 will give rise to irreparable injury to the Disclosing Party, inadequately compensable in damages, and that, accordingly, agrees that the Disclosing Party may seek and obtain injunctive relief against the breach of the within undertakings, in addition to any other legal remedies which may be available. 

Section 3.02 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating an employer employee, partnership or joint venture relationship between the Parties. Sodexo or Entegra shall have the right to enter into supply contracts, commitments or arrangements in the name of, or on behalf of, Client, as provided in this Agreement. Except to the extent that Sodexo or Entegra may enter into such contracts, commitments or arrangements on behalf of Client, neither Party will be deemed or construed to be an agent of the other Party for any purpose.

Section 3.03 Disclaimers.

1. Entegra does not guarantee performance of any Manufacturer, Distributor, Service Provider or other third party;
2. with respect to any Manufacturer, Distributor, Service Provider or other third party, Entegra shall not be liable to Client or Facility, or be deemed in default of any obligation arising from this Agreement, for any delay or failure to deliver Products or Services for any cause whatsoever and Client's (and/or Facility’s) exclusive remedy in case of such a delay or failure of delivery shall be solely against the Manufacturer, Distributor, Service Provider or other third party and Entegra's only obligation shall be to assist Client in locating an alternative Sodexo- or Entegra-contracted source of supply.
3. ENTEGRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO GOODS PURCHASED;
4. Client, on behalf of itself and the Facilities, acknowledges that the exclusive remedy in case of any defective Product or Service delivered to Client or a Facility pursuant to this Agreement lies solely against the Manufacturer, Distributor, Service Provider or other third party, and not against Entegra. Entegra assigns to the Client or Facilities, as applicable, all right, title, and interest of Sodexo and Entegra in and to any express warranties or indemnifications covering Products delivered to the Client or the Facilities; and Entegra agrees to cooperate with the Client or the Facilities, but at no cost or expense to Entegra, in the enforcement of any such warranties or indemnifications against Manufacturers, Distributors or other third parties.

Section 3.04 Default.

1. If either Party materially defaults hereunder, the non defaulting Party may terminate this Agreement effective immediately upon written notice to the defaulting Party. The non defaulting Party shall be entitled to declare all amounts payable unpaid as of such date hereunder to be due and payable within ninety (90) days and shall be entitled to all remedies provided by law or equity (including reasonable attorneys' fees and costs of suit incurred whether or not a suit is commenced).
2. The following events shall be deemed to be material defaults hereunder:
   • Failure by either Party to make any payment required to be made hereunder, which failure is not remedied within five (5) days after receipt of written notice thereof; or
   • Failure by either Party to materially perform this Agreement, which failure is not remedied within thirty (30) days after receipt of written notice from the other Party specifying the nature of such default; or
   • Any of the following:
     • Filing of a voluntary bankruptcy petition by either Party;
     • filing of an involuntary bankruptcy petition against either Party which is not withdrawn within sixty (60) days after filing;
     • assignment for the benefit of creditors made by either Party; or
     • appointment of a receiver for either Party.
   • Failure by Client to fully perform its obligations under this Agreement during the Notice Period, or failure to provide timely notification of cancellation to Entegra pursuant to Section 9 of the Agreement. In addition, a default as described in this Section 3.04(b)(iv) will result in the forfeiture of all earned but unpaid incentives, allowances, fees and other amounts otherwise due to Client from Entegra.
3. In addition, Entegra may terminate the ability of a Facility to participate in the Program with ten (10) days’ prior written notice to Client.
4. Breach of Section 9 of Agreement. Should Client cancel the Agreement other than as provided in Section 9 of the Agreement, Client shall forfeit of all earned but unpaid incentives, allowances, fees and other amounts otherwise due to Client from Entegra

Section 3.05 Indemnity. Client hereby agrees to indemnify, defend and hold harmless Sodexo, Entegra and their affiliates, and their respective officers, directors, employees and representatives, from and against that portion of any and all claims, demands, actions, losses, expenses, damages, liabilities, penalties, cost (including, without limitation, reasonable attorneys’ fees) and judgments arising out of or related to:

1. Client’s negligent acts or omissions or the negligent acts or omissions of its employees or representatives, and
2. Client’s failure to perform its obligations under this Agreement, particularly with respect to paying or allocating incentives or allowances to Facilities as herein provided,
3. any goods and services delivered to Client, a Facility pursuant to an Existing Agreement.

Section 3.06 Limitation of Liability. Except for where arising from a breach of confidentiality, gross negligence, willful misconduct or indemnification obligations provided herein, in no event shall either Party be liable to the other for any indirect, special, incidental, punitive or consequential damages, including, but, not limited to, loss of profits, loss of business or other loss arising out of or resulting from this Agreement, even if either Party has been advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault of Sodexo or Entegra and regardless of whether such liability sounds in contract, negligence, tort or any other theory of liability.

Section 3.07 Survival. Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.06 Section 3.07, Section 3.10, Section 3.12 and Section 3.16 shall survive the termination or expiration of this Agreement.

Section 3.08 Assignment; Change of Control. Client shall not, without the prior written consent of the Entegra, assign any rights or delegate any obligations under this Agreement or engage in a transaction that would result in a change of Control, except that Client, without the consent of Entegra, may assign this agreement to its parent, a wholly-owned subsidiary, or a wholly-owned subsidiary of the parent, or a business affiliate provided that any such assignment shall not release the assigning Party from its obligations under this Agreement. Entegra may terminate the Agreement with Client in the event that Client becomes Controlled by a Competitor of Entegra.

Section 3.09 Headings. The headings used in this Agreement are inserted only for the purpose of convenience and reference, and in no way define or limit the scope or intent of any provision or part hereof.

Section 3.10 Severability of Provisions. Neither Entegra nor Client intends to violate statutory or common law by executing this Agreement. If any section, sentence, paragraph, clause or combination of provisions in this Agreement is in violation of any law, such sections, sentences, paragraphs, clauses or combinations shall be inoperative, and the remainder of this Agreement shall be binding upon the Parties.

Section 3.11 Parties Bound. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Nothing herein, expressed or implied, shall be construed to give any other person any legal or equitable rights hereunder.

Section 3.12 Notices. All notices, consents, approvals and other communications given or made pursuant hereto shall be in writing and delivered personally or sent by United States registered or certified mail, postage prepaid, return receipt requested, or by express delivery service which provides for return receipts, addressed to the Parties as follows:

• If to Entegra:
  Entegra:

Entegra Procurement Services, LLC
915 Meeting Street, 15th Floor
North Bethesda, MD 20852
ATTN: CEO, Entegra Procurement Services, LLC
Email: EntegraClient@EntegraPS.com

With a copy to:

Sodexo, Inc.
915 Meeting Street, 15th Floor
North Bethesda, MD 20852
ATTN: Law Department

• If to Client:

to the address provided by Client in Agreement.

or to such other address as the Parties may direct by notice given as hereinabove provided. Notice shall be deemed given when received as evidenced by the return receipt or the date such notice is first refused, if that be the case.

Section 3.13 Further Action. Entegra and Client each shall cooperate in good faith and take such steps and execute such papers as may be reasonably requested by the other Party to implement the terms and provisions of this Agreement.

Section 3.14 Waiver. Entegra and Client each agree that the waiver of any default under any term or condition of this Agreement shall not constitute any waiver of any subsequent default or nullify the effectiveness of that term or condition.

Section 3.15 Sales Taxes. Client shall indemnify and be responsible for any applicable sales taxes and shall indemnify Sodexo and Entegra against any liability or assessment related to such taxes. Entegra shall be responsible for its city, state or federal income taxes including any tax burdens or benefits arising from its activities hereunder. This provision shall survive termination of the Agreement.

Section 3.16 Governing Law. All controversies and disputes arising out of or under this Agreement shall be determined pursuant to the laws of the State of Maryland, United States of America, regardless of the laws that might be applied under applicable principles of conflicts of laws.

Section 3.17 Affirmative Action and Equal Opportunity Compliance. Neither Party shall discriminate because of race, color, religion, sex, age, national origin, disability, or status as a Vietnam veteran, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment-related activities concerning each Party’s own employees. In addition, each Party affirms that it is an equal opportunity and affirmative action employer and shall comply with all applicable federal, state and local laws and regulations including, but not limited to, Executive Order 11246, as amended; Executive Order 11141, the Uniform Guidelines on Employee Selection Procedures; the Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination in Employment Act of 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans With Disabilities Act; and any additions or amendments thereto. The Parties shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require the Parties to take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

Section 3.18 HHS Reporting. To the extent applicable, Entegra agrees to comply at all times with the regulations issued by the Department of Health and Human Services published at 42 CFR 1001, and which relate to a seller’s obligation to report and disclose discounts, rebates and other reductions to Client or purchasers of Products and/or Services. The Parties desire that their business relationship comply with the Medicare and Medicaid anti-kickback statute set forth at 42 U.S.C. section 1320a-7b(b). The Parties agree that, for purposes of this Agreement, Entegra is a group purchasing organization. The Parties intend to comply with the requirements of the “safe harbor” regulations regarding payments to group purchasing organizations set forth in 42 C.F.R. section 1001.952(j) and believe that the relationship contemplated by this Agreement is in compliance with those requirements.