ASSOCIATE MEMBERSHIP AGREEMENT

Associate Membership Agreement (the “Agreement”) entered on this day between Connecticut Food Service Cooperative, Inc., having its principal office at 1440 Whalley Avenue New Haven, Connecticut, 06515 (hereinafter referred to as “Cooperative”) and an applicant subscribing on PGNE website www.pg-ne.com (Hereinafter referred to as “Associate Member”).


WHEREAS, Associate Member warrants and represents to the Cooperative’s Board of Directors (the Board) the following:

(a) I have received and read a copy of the Agreement.

(b) I have had an opportunity to ask questions of, and receive answers from, people acting on behalf of the Cooperative to verify the accuracy and completeness of the information set forth herein.

(c) I (the undersigned) am duly authorized to execute this Agreement for and on behalf of the Associate Member and by doing so this Agreement becomes the binding obligation of the Associate Member.

WHEREAS the Cooperative is a cooperative corporation organized to act as a buyer’s agent and engage in advertising, promotional, management, marketing and other business activities including media and promotional services; and

WHEREAS the prospective Associate Member is an owner of a dining establishment or other entity doing business in the food service industry or is engaged in such other business enterprise as is approved by the Board. The Associate Member may not engage in any illegal or unethical business activities, which may directly or indirectly damage the credibility or reputation of the Cooperative.

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1. By execution of this Agreement the Associate Member agrees to become an associate member of the Cooperative upon the acceptance and execution of its Agreement by the appropriate officer of the Cooperative.

2. The Associate Member’s associate membership status shall not be transferred or assigned by the Associate Member and any attempted transfer, assignment or other disposition shall be null and void.

3. The Cooperative will negotiate terms and prices for the purchase of foods, food service commodities and related services. The Cooperative will enter into agreement with purveyors, which it believes will be for the mutual benefit of its Associate Members. It shall confirm prices and related terms negotiated by the Cooperative on purveyors’ products and services. The Cooperative will keep the Associate Member advised of the terms of all active contracts between the Cooperative and its purveyors. The Cooperative makes no representations or warranties express or implied, with respect to any products or services furnished by its approved purveyors.

4. The Associate Member is not bound by any agreement the Cooperative enters into and is not obligated to utilize any purveyor agreement. The Associate Member may purchase its products elsewhere. The Cooperative cannot bind the Associate Member to any particular contract to any extent, subject to the Cooperative by-laws.

5. In the event that the Associate Member elects to purchase the products for the price and terms set under any Cooperative – purveyor agreement, it must enter into a specific and separate agreement with the purveyor as Associate Member would in the ordinary course of business. The Associate Member agrees that it shall meet all its obligations as set forth in the purveyor’s agreement.

6. The Associate Member acknowledges and agrees that the sole benefit, right and privilege associated with Associate Membership in the Cooperative is the right to purchase food, food service commodities and related services at the prices and under the terms set under the Cooperative – Purveyor agreements described in the Associate Membership Agreement and certain rebates which may be derived from the aforesaid purchases. The Associate Member understands that the Cooperative may earn a commission, rebate or other fee or benefits from the purveyors of food and food service commodities and related services as a result of purchases that may be made by the Associate Member from such purveyors. In this regard, the Associate Member agrees and acknowledges that it shall be entitled only to Manufacturer/Purveyor rebates after Team Four and/or the Cooperative have first received a percentage of any monies earned either from Participating or Non-Participating Vendors, as the case may be. The size of the percentage received from Team Four and the Cooperative is as determined and negotiated solely by Team Four and the Cooperative (as the case may be) from time to time. The Associate Member shall have no rights, present, future and/or contingent, to receive or participate in any other distributions in addition to the rebates articulated herein.

7. By its execution of this Agreement, the Associate Member expressly and explicitly agrees to hold harmless the Cooperative from and on account of any acts or omissions of any purveyor of products or services licensed or approved by the Cooperative and/or with respect to the products or services provided by any such licensed purveyor.

8. The failure or neglect of the Associate Member to pay or otherwise honor or meet any of its agreement with any licensed or approved purveyor and/or the breach of any agreement, rules, policies, procedures and/or regulations now or hereafter made by the Cooperative shall be sufficient grounds for the Cooperative to terminate the Associate Member immediately.

9. Together with this application the proposed Associate Member shall submit an application and a check for the fee, in the amount of $500.00.

10. This Agreement shall be governed by, construed in accordance with, and subject to the laws
of the state of Connecticut. If any clause, sentence, paragraph, section or part of this Agreement shall be adjusted by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, section or part thereof directly involved in the controversy in which such judgement shall been rendered. This agreement supersedes and cancels any and all previous agreements or understandings between the parties relating to the subject matter of this Agreement. This Agreement expresses the complete and final understanding of the parties with respect thereto and may not be changed in any way, except by an instrument in writing signed by both parties.

11. No application for Associate Membership status in the Cooperative will become an Associate
Member, unless this application is fully completed and until a copy of this Agreement, signed by an authorized officer of the Cooperative, shall be forwarded to such applicant.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day, month and year first above written.