exhibit101geodisredacted






                                                                  Execution Copy                                                                                                                                                 MASTER LOGISTICS SERVICES AGREEMENT          This Master Logistics Services Agreement (the “ MSA ”) is entered into on May 13, 2019 (the  “Effective Date ”) by and between Prestige Brands, Inc., having its principal place of business at 660  White Plains Road, Suite 250 Tarrytown, NY 10591, together with its agents, Affiliates or subsidiaries  (hereinafter referred to as “ CLIENT ”) and GEODIS Logistics LLC, a Tennessee limited liability  company, having its principal place of business at 7101 Executive Center Drive, Suite 333, Brentwood,  Tennessee 37027 (hereinafter referred to as “ GEODIS ,” collectively the “ Parties ”).                                      RECITALS:          A. CLIENT and GEODIS desire to enter into an agreement whereby GEODIS will provide  certain logistics and storage services for CLIENT;          B. The purpose of this MSA and each SOW is, inter  alia, to describe the Parties'  working  relationship with respect to the Services (as further defined herein) and to memorialize the terms and  conditions pursuant to which CLIENT is to be charged and GEODIS is to be paid for the Services  hereunder.          NOW,  THEREFORE,  in  consideration  of  the  premises  and  mutual  covenants  set  forth  herein, the Parties agree as follows:                                    DEFINITIONS   In this MSA, the following words shall have the following meanings:          “Affiliates” shall mean any person or entity that directly or indirectly through one or more  intermediaries controls or is controlled by or is under common control with the specified Party.           “Agreement”  shall collectively mean this MSA and any SOW and related exhibits attached  thereto.          “Asset Costs” shall have the meaning as set forth in each SOW.          “Carrier” means any motor or other carrier designated by CLIENT to pick-up Product at  each Warehouse.            “CLIENT Default” shall have the same meaning set forth in this MSA’s Section 8.            “CLIENT Termination for Convenience” shall have the same meaning set forth in this  MSA’s Section 8.            “GEODIS” shall mean GEODIS Logistics LLC.           “GEODIS Default” shall have the same meaning set forth in this MSA’s Section 8.          “GEODIS Termination for Convenience” shall have the same meaning set forth in this  MSA’s Section 8.           “Effective Date”  shall have the meaning as set forth in the above Recitals.                                                                                             Page 1                                            





 






                                                                  Execution Copy                                                                                            “Equipment”  means all  of the furniture, fixtures, vehicles, rolling stock, machinery,  and  other capital items used by GEODIS in the performance of the Services.          “Event of Default” shall have the same meaning set forth in this MSA’s Section 8.          “Fees”, “Charges”, “Agreed Rates” or “Rates” shall have the meaning as set forth in each  SOW.          “Force Majeure Event”  shall have the same meaning set forth in this MSA’s Section 12.           “Hazardous Materials” shall have the same meaning set forth in this MSA’s Section 14.          “Initial Expenses” shall have the meaning set forth in each SOW.          “Leased Costs” shall have the meaning set forth in each SOW.          “Laws and Regulations" means all applicable federal and state laws, regulations, orders,  local  codes  and  ordinances,  and  rules  not  otherwise specifically  defined  or  referenced  in  these  definitions  that  apply  or  pertain  to  Company’s  performance  of  the  Services,  including,  without  limitation, all rules and safety and environmental protection laws, regulations and requirements.          “Material Breach” shall have the same meaning set forth in Section 8.           “Operating Parameters”  shall have the meaning as set forth in each SOW.           “Products”  or “Goods” shall have the meaning as set forth in each SOW.             “Services”  shall have the meaning as set forth in each SOW.           “SOW ” shall mean any statement of work, substantially in the form as set forth in the annex  hereto, each incorporated herein by reference.          “SOW Effective Date”  shall have the meaning as set forth in each SOW.          “SOW Term”  shall have the meaning as set forth in each SOW.           “Term”  shall have the same meaning set forth in this MSA’s Section 1.          “Termination Amount” shall have the same meaning set forth in this MSA’s Section 8.          “Termination Effective Date” shall have the same meaning set forth in this MSA’s Section  8.          “Warehouse,”  “Warehouse Facility ” or “ Facility ” shall have the meaning as set forth in  each SOW.          “Warehouse  Management  System”   or  “ WMS ”  shall  mean  GEODIS’  warehouse  management system, known as Synapse.          “Warehouse Yard”  or “Yard”  shall mean the parking lot and outside perimeter surrounding  each Warehouse.                                                                                            Page 2                                            





 






                                                                  Execution Copy                                                                                          1.     TERM   This MSA shall become effective as of the Effective Date. The term of the MSA (the “ Term ”) shall  continue in full force and effect for as long as any SOW Term remains in effect.   The termination of  any individual SOW will only terminate such SOW and will have no effect on this MSA.          2.      STATEMENTS OF WORK; SERVICES           A.    Statements of Work    The Parties will enter into one or more Statements of Work (“ SOW ”), substantially in the form of the  attached sample SOW, which shall set forth the location of the Warehouse where the services will be  provided, description of CLIENTS’ goods and products, scope of work, operational parameters, key  assumptions, and pricing specific to the services.  Each SOW shall be governed by the terms of this  MSA.      GEODIS agrees to provide to CLIENT the Services related to Products received by GEODIS from  CLIENT or its suppliers, including those Services as more specifically described in each SOW, and  pursuant to the Rates set forth therein. GEODIS shall provide  the Services in a professional  and  workmanlike manner.  All Services provided by GEODIS with respect to each Warehouse, shall be  solely pursuant to and in accordance with this MSA and the applicable SOW.           B.    Tender for Storage and Delivery Requirements                (1)    CLIENT  warrants  that  it  has  provided  all  necessary documentation  and  proper handling instructions for all Products to be stored and handled by GEODIS, and that such  information is accurate, complete and sufficient to allow GEODIS to comply with all laws, regulations  and ordinances concerning the storage, handling, shipping and transporting of such Products.  In the  event  CLIENT  becomes  aware  of  any  new,  additional  or incomplete  information  not  previously  provided in accordance with each SOW  Exhibit C , CLIENT shall promptly provide such information  in writing to GEODIS.  All Products delivered to GEODIS will be properly marked and packaged for  handling. CLIENT shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes  to be kept and accounted for separately, and the class of storage and other services desired. In the  event that any Products constitute or contain Hazardous Materials as described in this MSA’s Section  14, CLIENT must include in the Item Master File described in the respective SOW  Exhibit C  such  classification and provide all information necessary to allow GEODIS to safely handle, store and ship  such Products in full compliance with all Laws and Regulations.                 (2)   GEODIS is not liable for hidden, concealed, or latent defects in the Products.   Concealed  shortages,  damage  or  tampering  that  occur outside  of  the  Warehouse  or  outside  of  GEODIS’ control will not be the responsibility of GEODIS, nor will GEODIS be liable for loss or  damage if caused by any act or omission of CLIENT, CLIENT’s contractors, a public authority or the  inherent vice or nature of the Product, pest infestation, leakage from packages, variations in weights,  shrinkage in weights, odor, rot, taint, mold or other inherent qualities of the merchandise, whether  occurring while Products are in storage, being handled or for failure to detect or remedy the same, ;  provided that GEODIS, upon becoming aware of such damage, should promptly notify CLIENT of  the same. GEODIS assumes no responsibility for losses arising  from any other  cause beyond the  control of GEODIS in the exercise of its duty of care as set forth above.  Should any hidden, concealed  or latent defect in the Products cause damage or harm to the Warehouse, CLIENT will be liable for  such damages pursuant to  terms of Section 10 of this MSA provided that GEODIS shall take all  reasonable steps to mitigate any such damage or harm.                                                                                             Page 3                                            





 






                                                                  Execution Copy                                                                                    CLIENT  shall  not  ship  Products  to  GEODIS  as  named  consignee.  If  Products  are  shipped  to  GEODIS as named consignee, CLIENT agrees to notify the carrier in writing prior to such shipment,  with a copy of such notice to GEODIS, that GEODIS is a warehouseman and has no beneficial title  or interest in such property. CLIENT further agrees that, if it fails to notify carrier as required by the  preceding sentence, GEODIS shall have the right to refuse such Products and shall not be liable or  responsible for any loss, injury or damage of any nature to, or related to such Products; provided,  however, GEODIS shall notify CLIENT upon becoming aware that any such Products have been  shipped to GEODIS as named consignee, and CLIENT shall have the opportunity to take necessary  corrective action to enable GEODIS to accept such shipment(s).                 (3)   GEODIS  shall  provide  separate  written  notice  and  an  action  plan  to  CLIENT upon reaching 85% storage capacity at the Warehouse(s), written notice and action taken to  increase capacity upon reaching 90% storage capacity at the Warehouse(s).  Upon reaching 90% storage  capacity, GEODIS and CLIENT shall collaborate in good faith to determine all available alternative  storage options (including, without limitation, overflow storage in other GEODIS warehouse facilities,  alternate short-term warehouse facilities, and yard storage in trailers) prior to GEODIS refusing to  accept Products.  Upon reaching 95% capacity, the following KPIs will be suspended: (i) Dock to  Stock; and (ii) Standard Outbound On-Time Shipping.  Once CLIENT has met 100% capacity, if the  Parties have been unable to negotiate in good faith alternate suitable storage, GEODIS may notify  CLIENT that GEODIS intends to refuse to accept any Products to the Warehouse and GEODIS  shall incur no liability for such refusal.  Warehouse capacity will be determined based upon available  pallet positions following agreed upon product storage requirements which will include lot-controlled  storage within an allowable rotation window based on product expiration.  Capacity is not solely based  upon total number of pallet positions.                 (4)   GEODIS  will  provide  immediate  notice  to  CLIENT  of  any  Products  GEODIS reasonably believes are a danger to the Warehouse, products within the Warehouse, or to  persons.  To  the  extent  the  Products  can  be  segregated  within  the  Warehouse  using  commercially  reasonable efforts: (i) GEODIS will segregate such Products; (ii) CLIENT will remove such Products  within three (3) days of notice; and (iii) GEODIS shall incur no liability for such actions.             C.   Delivery Requirements                 (1)   No  Products  shall  be  delivered  or  transferred  except  upon  receipt  by  GEODIS of complete written instructions, including, if applicable, full compliance with Section 14 of  this MSA. Written instructions shall include, but are not limited to, communication by Fax, EDI, Email  or similar communication; provided, however that GEODIS shall have no liability (i) when relying on  the information contained in the communication received, or (ii) handling or disposition of Products  for which complete and accurate instructions have not been provided. Notwithstanding the foregoing,  when no negotiable receipt is outstanding, Products may be delivered upon instruction by telephone  in accordance with a prior written authorization and scheduled appointment, but GEODIS shall not  be responsible for loss or error occasioned thereby.                 (2)   When  a  negotiable  receipt  has  been  issued,  no  Products  covered  by  that  receipt  shall  be  delivered  or  transferred  on  the  books  of  GEODIS,  unless  the  receipt,  properly  endorsed, is surrendered for cancellation, or for endorsement of partial delivery thereon. If a negotiable  receipt is lost or destroyed, delivery of Products may be made only upon order of a court of competent  jurisdiction or the award of an arbitration panel and the posting of security approved by the court or  arbitration panel as provided by law.                                                                                             Page 4                                            





 






                                                                  Execution Copy                                                                                           D.   Warehouse Management System   Parties  agree  to  exchange  all  the  information  necessary  for  the  performance  of  the  Agreement,  preferably through data-processing systems.    CLIENT shall transfer through data processing systems all the information necessary to GEODIS for  dealing with the Services. The exchange of data will take place through the transmission of files, or  interfacing of its data processing with the one of GEODIS.    GEODIS shall use its own warehousing management system called “Synapse” to perform the Services.   GEODIS has provided a comprehensive timeline of key milestones for integration development and  testing for electronic data exchange (EDI) and the WMS as set forth in each SOW.      GEODIS and CLIENT have collectively determined prior to the date of this MSA that CLIENT’s  WMS is compatible and can be interfaced with GEODIS’ WMS.  In order to set up the interface,  CLIENT and GEODIS undertake to ensure continued compatibility with their respective WMS.  The  approximate cost of development of the interface is set forth in the respective SOW Exhibit B .           E.    Exclusivity.   GEODIS and CLIENT acknowledge and agree that the Services provided hereunder are on a non- exclusive basis.  CLIENT is free to contract with other third parties to provide services similar to the  Services provided hereunder, and GEODIS is free to contract with other of its customers to provide  services similar to the Services provided hereunder; however, for avoidance of doubt, GEODIS shall  be the exclusive service provider at each of the Facilities under the MSA unless otherwise agreed by  the Parties.           3.            INDEPENDENT  CONTRACTOR  -  NO  SOLICITATION  -  EMPLOYMENT                 (1)   In  the  performance  of  the  Services  hereunder,  GEODIS shall  act  as  an  independent  contractor  and  the  employees  of  GEODIS  and  its  subcontractors,  if  applicable,  performing services hereunder shall not be deemed to be employees of CLIENT, and CLIENT shall  not be responsible for their acts or omissions. GEODIS shall have the right, but not the obligation to  hire  any  potential  employee  or  contractor  recommended  by  CLIENT.  If  any  former  CLIENT  employee shall be hired by GEODIS, such employee shall start work as a new employee and receive  no credit for prior service with CLIENT.  GEODIS shall defend, indemnify, and hold CLIENT, any  CLIENT customer, and each of CLIENT’s or a CLIENT customer’s officers, directors, agents and  employees harmless from and against all loss, liability, damage, claim, fine, cost or expense, including  reasonable attorney’s fees, arising out of or in any way related to third party claim for: (a) employment  status or entitlement to any employee benefits of any GEODIS employees or GEODIS subcontractors  used in the performance of the Services, including GEODIS employees or any temporary personnel,  and  specifically  including,  without  limitation,  any  claims  by  temporary  personnel  against  CLIENT  claiming  that  such  temporary  personnel  is  an  employee  of  CLIENT,  (b)  any  claim  by  GEODIS  employees or any temporary personnel (subcontracted by GEODIS) based on a violation of wage- hour, workers’ compensation, or other employment-related laws or regulations in the provision of  Services, (c) any claim of any liability for premiums, contributions or taxes payable under any workers’  compensation, unemployment compensation, disability benefits, old age benefit or tax withholding  law,  health  or  retirement  plans  with  respect  to  GEODIS  employees  or  temporary  personnel  (subcontracted by GEODIS) fulfilling the Services hereunder, and (d) any claim for personal injury or  workers’  compensation  benefits  asserted  against  CLIENT  by  GEODIS  employees  or  temporary                                                                                            Page 5                                            





 






                                                                  Execution Copy                                                                                    personnel (subcontracted by GEODIS) related to fulfilling the Services hereunder, or in the event of  death, by such employee’s or temporary personnel’s personal representatives, unless and to the extent  such injury was caused by CLIENT , or its representatives, contractors, agents or employees.  CLIENT  hereby provides reciprocal indemnities and hold harmless assurances to GEODIS with respect to (a)  through  (e)  above  to  the  extent  claimed  by  any  CLIENT  employee  or  CLIENT  subcontracted  temporary personnel against GEODIS.                  (2)   During the Term of this MSA and any extensions thereof, and for a period  of six (6) months thereafter, neither Party shall directly or indirectly solicit for employment or actually  employ,  retain,  contract  or  otherwise  hire  any  employees  of  the  other  Party  involved  in  the  performance, provision, procurement or evaluation of the Services, unless agreed to in writing by the  other  Party;  provided  that  this  prohibition  shall  not  apply  to  any  general  solicitation  not  directed  exclusively or primarily to individuals employed by the other Party.          4.            RECORDS - AUDIT   The keeping of records and the performance of clerical work provided hereunder shall be consistent  with overall procedures established by GEODIS and CLIENT.  Copies  of  the  records  to  be  kept  hereunder  shall  be  furnished  to  CLIENT  upon  request during  the  Term  of  the  MSA.  GEODIS  reserves the right to charge CLIENT for the cost of providing such copies at a rate reasonable within  the industry.     CLIENT shall have the right, upon not less than one (5) business days’ prior notice to GEODIS, and  on  a  reasonable  basis,  to  enter  and  inspect  the  Warehouse  and  the  Products  in  storage  while  accompanied by GEODIS personnel; provided that CLIENT will not cause undue interference with  the operation of the Services and operations of the Warehouse Facility and will follow all GEODIS  safety  and  security  requirements  and  policies  to  the extent provided by GEODIS to CLIENT in  advance and in writing.      Not more than on a quarterly basis, and upon not less than ten (10) business days’ prior notice to  GEODIS, CLIENT, at its expense, or its designee shall have the right to audit the books, invoices,  records,  and  other  documents  that  form  the  basis  of  invoicing  CLIENT  based  on  any  pricing  methodology, for the purposes of auditing the accuracy and propriety of any such costs, charges, fees,  and invoicing practices.  If such audit uncovers an overpayment of more than five percent (5%) of the  amount billed in such quarter, GEODIS will reimburse both the overpayment amount and the cost of  the  audit;  provided,  however,  such  reimbursed  audit  cost  will  not  exceed  Twenty-Five  Thousand  Dollars ($25,000) annually.            5.     COMPENSATION, PRICING AND FEES FOR SERVICES            A.   Initial Expenses   CLIENT acknowledges that GEODIS has incurred or will incur certain startup costs in connection  with the warehouse management of the Warehouse Facility.  In consideration of such costs incurred  by GEODIS, CLIENT agrees to reimburse GEODIS for such costs in the manner and conditioned  upon the terms and conditions set forth in each SOW  Exhibit B – “Rates”  (as may be mutually  amended from time to time by the mutual written consent of the Parties), in each case only subject to  CLIENT’s prior written consent of GEODIS incurring such cost.  Payment for such items shall be  subject to the invoicing requirements set forth in Section 5.G below.           B.    Storage and Services Fees                                                                                            Page 6                                            





 






                                                                  Execution Copy                                                                                    The Parties agree to utilize the billing method as set forth in each SOW’s Exhibit B – “Rates” .             C.    Review of the Operating Parameters   CLIENT acknowledges and agrees that the SOW pricing has been based on, inter alia, the Operating  Parameters or other information provided by CLIENT.  Upon either Party’s election, CLIENT and  GEODIS will meet no later than six (6) months after the SOW Effective Date in order to ensure that  the  Operating  Parameters  are  accurate  and  complete and  reflect  the  correct  assets,  capital  cost,  equipment leases, resources and employees necessary for the first year of the SOW operations.   If any gap or variations are identified, GEODIS and CLIENT  shall  have  the  right  to  propose  a  commercially reasonable adjustment to the applicable Rates consistent with market rates, either upward  or downward (to be effective on a go-forward basis) to the level the SOW pricing would have been if  Operating Parameters or other information had been accurate and complete, as well as a proposal to  adjust any key performance metrics as set forth in the applicable SOW  Exhibit D .  In the event the  Parties cannot agree to a change in the SOW pricing proposed under this Section 5.C, then the Parties  shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly  by negotiation between executives who have authority to settle the controversy and who are at a higher  level of management than the persons with direct responsibility for administration of this Agreement,  which meeting shall occur no later than ten (10) days upon the requesting party’s notice thereof. The  executives of both Parties shall meet at a mutually-acceptable time and place and, thereafter, as often  as  they  deem  reasonably  necessary  to  attempt  to  resolve  the  dispute  (hereinafter  “Executive  Resolution”).  Should the Parties fail to resolve the pricing dispute within ten (10) days of such meeting,  then either Party may terminate the applicable SOW in accordance with the termination provisions of  Section 8 of this MSA; any requested termination by CLIENT shall be deemed a CLIENT Termination  for Convenience and termination by GEODIS shall be deemed a GEODIS Termination for Cause.   Should an SOW be terminated pursuant to this Section, then with respect to the termination amounts  owed by Client, Client shall be relieved of paying GEODIS for lost revenue as otherwise required in  Section 8.C.(2).  At all times in negotiating any pricing, rate adjustments, or modification of any key  performance metrics hereunder, both GEODIS and CLIENT agree to operate and negotiate in good  faith.             D.    Scope Changes   Notwithstanding anything to the contrary, at any time during any SOW Term upon the occurrence of  an  alteration  in  the  scope  of  the  Services,  including  variances  in  Operating  Parameters  or  other  information provided by CLIENT upon which the scope of Services was developed, or alteration in  the Products, including product weights, mix, volumes, dimensions or profile, GEODIS or CLIENT  may propose a commercially reasonably change in the SOW’s pricing consistent with market rates.   Any  such  proposal  shall  endeavor  to  be  made  by  giving  written  notice  ten  (10)  days  prior  to  the  effective date of the new pricing specified in the notice, and the proposal shall contain specific details  of  the  reason  for  the  proposed  change.  Upon  mutual  agreement,  the  proposed  new  pricing  shall  become effective as of the date specified in the proposal and any such new pricing shall be effective  for  the  remainder  of  the  SOW  Term,  subject  to  further adjustment  as  provided  in  this  MSA  or  applicable SOW. GEODIS shall not be obligated to perform the change in the scope of Services until  the Parties agree on any applicable rate changes in writing.  In the event the Parties cannot agree to a  change in the SOW pricing proposed under this Section 5.D within forty-five (45) days, then the Parties  shall engage in the Executive Resolution process set forth in Section 5.C above, after which, if the  Parties are still unable to resolve the pricing dispute within ten (10) days of such meeting, then either  Party may terminate the applicable SOW in accordance with the termination provisions of Section 8  of this MSA; any requested termination by CLIENT shall be deemed a CLIENT Termination for                                                                                            Page 7                                            





 






                                                                  Execution Copy                                                                                    Convenience  and  termination  by  GEODIS  shall  be  deemed  a  GEODIS  Termination  for  Cause.   Should an SOW be terminated pursuant to this Section, then with respect to the termination amounts  owed by Client, Client shall be relieved of paying GEODIS for lost revenue as otherwise required in  Section 8.C.(2).          All changes to the scope of Services or Rates will be documented in a formal amendment to  the respective SOW, with the exception of any project change notice for an amount that is less than  $75,000.00  (“ PCN ”)  per  notice,  provided  that  PCNs  shall  be  mutually agreed  upon  via  electronic  communication between the Parties without a formal amendment to the SOW.           E.   Annual Review   Once per year, at a time and date mutually agreed upon by both parties, but no later than sixty (60)  days before each SOW Term anniversary year, the Parties shall enter into good faith negotiations to  reach agreement on any potential adjustment to the Rates for the next year of operations for each  Warehouse and shall endeavor to conclude said negotiations within sixty (60) days of such date.  If the  Parties are not able to come to an agreement on the following year’s Rates, the pricing for the following  year  as to labor components only shall be adjusted according to the Consumer Price Index  (CPI)  Guidelines as published by the U.S. Government – reference:  http://www.bls.gov/cpi/#tables.  CPI  adjustments shall become effective at the start of the upcoming SOW Term year.            F.   Exceptional Review    GEODIS shall notify CLIENT of any variation in the costs to GEODIS of providing the Services  (whether upwards or downwards) that arise as a consequence of: (i) any tax rate change, new tax, or  classification of taxable services; (ii) any change in the Laws or Regulations that impacts the provision  of Services; (iii) changes in the labor market that result in increases to hourly wages, temporary labor,  benefits or other labor costs, including adjustments for wage inflation; or (iv) any other costs beyond  GEODIS’s  reasonable  control.   GEODIS  shall  substantiate  such  variation  with  information  and  supporting documentation as reasonably requested by CLIENT, whereupon GEODIS may propose  an adjustment to the Rates.  In the event the Parties cannot agree to a change in the Rates proposed  under  this  Section  5.F  within  forty-five  (45)  days,  then  the  Parties  shall  engage  in  the  Executive  Resolution process set forth in Section 5.C above, after which, if the Parties are still unable to resolve  the pricing dispute within ten (10) days of such meeting, then either Party may terminate the applicable  SOW  in  accordance  with  the  termination  provisions  of  Section  8  of  this  MSA;  any  requested  termination by CLIENT shall be deemed a CLIENT Termination for Convenience and termination  by GEODIS shall be deemed a GEODIS Termination for Cause.  Should an SOW be terminated  pursuant to this section, then with respect to any termination amounts owed by Client, Client shall be  relieved of paying GEODIS for lost revenue as otherwise required in Section 8.C.(2).           G.    Invoices and Payment Terms   GEODIS shall bill and invoice CLIENT as provided for in the SOW Exhibit B - “Rates.”  Payment  term conditions are also as follows:                  (1)   Terms of payment shall be net [***] days from date of invoice and CLIENT  agrees to pay all undisputed portion of invoices as submitted without set off, restriction, deduction or  hold back during such timeframe or withholding.                  (2)   All undisputed invoices greater than ten (10) days in arrears will be subject to  a  late  fee  of  1.5%  per  month,  and  any  expenses  related  to  collection  and/or  litigation,  including                                                                                            Page 8                                            





 






                                                                  Execution Copy                                                                                    reasonable attorneys’ fees, collection agency fees, and court costs.  Prior to the imposition of a late fee  interest rate, GEODIS shall provide written notice (email to be sufficient) at least three (3) business  days in advance in order to allow CLIENT the opportunity to immediately cure.                 (3)   In  the  event  CLIENT  fails  to  timely  pay  an  undisputed  invoice  and  its  account becomes greater than ten (10) days in arrears, GEODIS may notify CLIENT of its intent to  suspend the provision of all or any part of the Services, which may then occur if CLIENT fails to pay  such invoices within five (5) days from such notice.                (4)    Should CLIENT (i) fail to timely pay undisputed invoices more than two (2)  times in a twelve-month period, or (ii) become greater than fifteen (15) days in arrears on an invoice,  then GEODIS, in lieu of exercising its right of termination, may require CLIENT to provide advance  payments or other security as a condition precedent to GEODIS continuing to provide the Services.    GEODIS shall provide written notice (email to be sufficient) at least three (3) business days in advance  of suspending the Services in order to allow CLIENT the opportunity to immediately cure.                (5)    CLIENT may dispute all or any portion of an invoice (“ Disputed Charge ”)  within forty-five (45) calendar days of the date of the invoice provided that CLIENT shall (a) pay all  undisputed amounts invoiced within the time period set forth above, and (b) notify GEODIS in writing  as to the Disputed Charges and the detailed basis of CLIENT’s dispute as to such amounts.  Within  fifteen (15) calendar days following receipt of a timely filed Disputed Charge, GEODIS will investigate  and determine the validity of CLIENT’s dispute.  Any Disputed Charges that GEODIS determines in  good faith should not have been billed to CLIENT will be promptly credited to CLIENT’s account,  and any Disputed Charges that GEODIS determines in good faith should have been billed to CLIENT  will be paid by CLIENT within ten (10) calendar days of GEODIS providing written notice of its  determination,  unless  CLIENT  is  not  satisfied  with  such  determination  in  its  sole  discretion.  If  CLIENT is not satisfied with GEODIS’s determination, the Parties shall resolve the Disputed Charges  pursuant to this MSA’s Section 21 Dispute Resolution.         6.      SHIPMENT OF PRODUCT TO OR FROM THE WAREHOUSE           H.    Inbound Deliveries of Product to Warehouse    CLIENT agrees not to ship or arrange for delivery of Products to each Warehouse as consignee in  care of GEODIS. If, in violation of this MSA, any Products are shipped to GEODIS as the named  consignee  thereof,  CLIENT  agrees  to  notify  the  carrier,  although  named  as  consignee,  is  a  warehouseman, and has no title or interest in the Products and shall not be responsible to pay freight  charges related to any inbound shipment of Products.  CLIENT further agrees that, if it fails to notify  carrier as required by the preceding sentence, GEODIS shall have the right to refuse such Products  and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to such  Products.           I.    Outbound Shipments from Warehouse    GEODIS shall be responsible to arrange and coordinate the loading of Product into trailers provided  by Carrier on outbound shipments of Product from each Warehouse.  For purposes of this MSA,  GEODIS's  Services,  including  the  care,  custody  and  control  of  Product  shall  terminate  upon  acceptance by the carrier in a sealed trailer or other transit vehicle.  CLIENT agrees to provide to  GEODIS a reasonable period of time to satisfy Product delivery orders made by CLIENT, as further  set forth in the applicable SOW Exhibit A – “Scope of Services” .                                                                                            Page 9                                            





 






                                                                  Execution Copy                                                                                          7.     TRANSFER AND REMOVAL OF PRODUCTS           A.  Transfer      Should a GEODIS Warehouse lease not be coterminous with an SOW, then upon the expiration or  non-renewal of such lease, GEODIS reserves the right to move, at its sole cost and expense, CLIENT’s  Product to any of its other facilities, so long as it provides no less than ninety (90) days’ prior notice to  Client and such move is within fifty (50) miles of the current Facility.  With respect to any other transfer  of  Product,  any  move  must  be  performed  with  the  pre-approval  of  CLIENT,  which  is  not  to  be  unreasonably withheld, and any objection by CLIENT must be made within ten (10) business days of  such notice from GEODIS.             B.   Removal   If as a result of a quality or condition of the Products, the Products are a danger or hazard to other  property, the Warehouse or to persons, GEODIS, on reasonable notification to CLIENT, GEODIS  and CLIENT shall jointly review proposed solutions for alternative storage arrangements for such  Products.  If GEODIS and CLIENT are unable to agree upon an alternative storage arrangement for  such Products, GEODIS may dispose of said Products in any lawful manner and shall incur no liability  by reason of such disposal, and pending such disposal of the Products, GEODIS may remove the  Products from the Warehouse and shall incur no liability by reason of such removal.         8.     TERMINATION            A.   Termination for Convenience. Either Party may terminate this MSA in its entirety,   or any individual SOW, for convenience in whole or in part from time to time (either a “ CLIENT   Termination for Convenience ” or “ GEODIS Termination for Convenience ,” each individually   a “ Termination for Convenience ”) upon giving written notice delivered by certified or registered   mail not less than (i) three hundred sixty-five (365) days prior to the termination effective date in the   case of a CLIENT Termination for Convenience, and (ii) three hundred sixty-five (365) days prior to   the termination effective date in the case of a GEODIS Termination for Convenience (each being   referred to herein as the “Termination Effective Date ”) as specified in the notice to the other Party.    Except as otherwise mutually agreed, and subject to any obligations to provide transition assistance   services hereunder, GEODIS shall discontinue the Services at the respective Warehouse(s) on the   Termination Effective Date.           B.    Termination for Cause                 (1)    Event of Default. Either Party may terminate an individual SOW (or this  MSA in its entirety if Subsection 8.B.(2)b or Subsection 8.B.(3)c of this MSA are triggered) upon an  event of default by the other Party (“ GEODIS Default ” and “ CLIENT Default ,” respectively, each  individually an “ Event of Default ”) when such default is not remedied within the appropriate cure  period identified below.  Upon default and the defaulting party’s failure or inability to cure during the  respective cure period, the non-defaulting Party shall be entitled to terminate any SOW so impacted (a  “CLIENT Termination for Cause ” and “ GEODIS Termination for Cause ,” respectively), and to                                                                                            Page 10                                             





 






                                                                  Execution Copy                                                                                    claim damages for losses sustained as a result of such breach, subject to the limitations otherwise stated  herein.                 (2)    Each of the following events, and only the following events, shall be  deemed a GEODIS Default:                       a.     Delay in Services.  GEODIS ceases providing all of the Services at  a Warehouse for a period of three (3) consecutive days for any reason other than one or more of the  causes specified in Section 12 of this MSA (“ Force Majeure ”). There shall be no cure period under  this provision.                       b.     Bankruptcy.  The occurrence of any of the following events:  (i) a  petition in bankruptcy is filed against GEODIS, whether voluntary or involuntary, under the applicable  law to GEODIS ; (ii) GEODIS makes an assignment for the benefit of its creditors; (iii) GEODIS is  the subject of a proceeding by or against such Party to appoint a trustee or receiver for its assets; or  (iv) GEODIS is dissolved or liquidated.  There shall be no cure period under this provision.                       c.     Material  Breach .  GEODIS  commits  a  Material  Breach  of  its   obligations with respect to the MSA or any SOW, and such breach is not cured within thirty (30) days   following written notice specifying the Material Breach from the CLIENT.  “Material Breach”  is   specifically defined as a breach caused by the gross negligence or intentional misconduct of either   Party which, with respect to a given breach, substantially affects the business of the non-breaching   Party and deprives the non-breaching party of the benefit it reasonably expected to have, and that a   reasonable  person  in  the  position  of  the  non-breaching  party  would  wish  to  terminate  the  SOW   because of that breach.  GEODIS’s failure to adhere to any key performance indicators or service   level targets is not, in and of itself, a Material Breach of this MSA, unless such failure continues for   the period specified in Exhibit D attached hereto.                (3)    Each of the following events, and only the following events, shall be  deemed a CLIENT Default:                       a.     Invoices.   CLIENT fails to pay invoices due to GEODIS according  to the terms of the Agreement, and CLIENT fails to cure for a period of ten (10) days following  CLIENT’s receipt of written notice thereof.  In the event payment is not timely made three (3) times  during an operational year, CLIENT shall no longer be entitled to the ten (10) day cure period, and  any further late payment during that year shall be considered an automatic CLIENT Default.                       b.     Haz-Mat.   CLIENT breaches any provision of Section 14 of this  MSA (Haz Mat) and fails to cure within five (5) business days of notice thereof; provided that if such  event is non-curable, the event shall be considered an automatic CLIENT Default.                         c.     Bankruptcy.   The occurrence of any of the following events:  (i) a  petition in bankruptcy is filed against CLIENT, whether voluntary or involuntary, under law applicable  to the CLIENT; (ii) CLIENT makes an assignment for the benefit of its creditors; (iii) CLIENT is the  subject of a proceeding by or against such Party to appoint a trustee or receiver for its assets; or (iv)  CLIENT is dissolved or liquidated.  There shall be no cure period under this provision.                       d.     Material  Breach. CLIENT  commits  a  Material  Breach  of  its  obligations  with  respect  to  the  Agreement,  and  such  breach  is  not  cured  within  thirty  (30)  days  following written notice from GEODIS.                                                                                           Page 11                                             





 






                                                                  Execution Copy                                                                                                  (4)   Notice of Default Termination .  In the event of a GEODIS Default or a  CLIENT Default, the non-defaulting Party may terminate the respective SOW (or MSA, as applicable)  by giving written notice to the other Party and specifying the Termination Effective Date and the basis  for the termination, which shall be delivered by certified or registered mail.  Upon termination pursuant  to Subsection 8.B of this MSA, GEODIS shall, subject to any transition assistance services required  hereunder, discontinue Services at that Warehouse on the Termination Effective Date, and CLIENT  shall have no further liability hereunder, save for those obligations intended to survive this Agreement,  specifically including, but not limited to, the items set forth in Section 8.C of this MSA.                 (5)   Services  upon  Default. Upon  the  event  of  a  CLIENT  Termination  for  Cause, should CLIENT elect to take assignment of the lease pursuant to Subsection 8.C.(3) below,  CLIENT shall have the right to take over the uncompleted Services and complete the same, at which  time GEODIS shall be relieved of all obligations under the Agreement with respect to such operation  and any respective Lease, except for those mutually agreed upon and those that survive pursuant to  Section 31 of this MSA (Survival); provided that CLIENT may not engage a third party competitor of  GEODIS to perform the Services at the Warehouse unless CLIENT is the lessee of the Warehouse.   Such  election  to  take  over  services  shall  be  made  within  thirty  (30)  days  from  written  notice  of  termination by CLIENT.  Following any CLIENT Termination for Cause, GEODIS shall cooperate  with CLIENT and, if applicable, its designated third party logistics provider, to effectuate a smooth  transition,  at  GEODIS’  sole  cost  and  expense  and  without  reimbursement,  of  the  Services  (the  “Transition Assistance Services” ).  Such Transition Assistance Services shall be for a reasonable  duration,  not  to  exceed  three  (3)  calendar  months.  Additionally,  in  the  event  of  a  CLIENT  Termination for Cause, CLIENT shall have the right to receive from GEODIS all actual and direct  damages incurred as a result of such termination, specifically including, without limitation, all Costs to  Cover, penalties assessed against CLIENT by its retailers incurred during transition, any loss or damage  to Products incurred during transition of the Services, and all actual costs incurred by CLIENT to  transition the Services; provided however that the remedies set forth herein are liquidated damages and  CLIENT’s exclusive remedies for a CLIENT Termination for Cause event, and in each case subject  to the limitations of liability set forth in Section 10.E.  For the purposes of this Section 8.B.(5), the  term “ Cost to Cover ” shall mean the actual cost incurred by CLIENT to retain the Services from a  third-party logistics provider for the balance of the then remaining Term, minus the cost expected to  be incurred by CLIENT hereunder for the balance of the then remaining Term.            C.   Obligations Following Termination       In the event of a CLIENT Termination for Convenience, or the event of a GEODIS Termination  for Cause, CLIENT shall pay to GEODIS as follows with respect  to  each  SOW  termination,  as  applicable:                 (1)   CLIENT shall pay to GEODIS compensation for actual services performed  through the Termination Effective Date.                 (2)   CLIENT shall pay to GEODIS an amount equal to three (3) months or the  remaining months of the SOW Term, whichever is less, of the monthly average revenue generated by  GEODIS for the performance of the Services at the Warehouse, calculated over the previous twelve  (12) month period prior to the notice of termination; and,                 (3)   CLIENT  shall  pay  to  GEODIS  any  unamortized  or  otherwise  unpaid  portions of all Initial Expenses (including IT development costs) and Asset Costs (stationary and non- stationary)  as  further  set  forth  in  the  schedules  on Exhibit  B  -  Rates .   GEODIS  shall  provide  CLIENT documents establishing the purchase price of such equipment and systems, and amortization                                                                                           Page 12                                             





 






                                                                  Execution Copy                                                                                    calculations establishing the unamortized cost of such equipment and systems.  At CLIENT’s election,  and upon full payment of the Asset Costs and all other amounts due and owing under this Agreement,  GEODIS agrees to transfer title to any removable and non-IT assets and equipment, to the extent  such items are not currently being leased by GEODIS, on an AS-IS basis to CLIENT or its designated  third-party logistics provider; provided that any such assets that are not removed by CLIENT at the  end of the Term shall remain the property of GEODIS, and with respect to any and all assets removed  by CLIENT from the Warehouse, CLIENT will be responsible for the removal costs of such assets  and related repair costs associated with the removal. With respect to any leased assets, including the  racking and the gantry, those operating leases will be assigned to CLIENT or CLIENT’s third-party  logistics provider subject to lessor’s approval and subject to the same payment and removal obligations  set forth above for title transfer; and,                   (4)   With respect to any Warehouse lease, CLIENT will elect, within thirty (30)  days of the notice of any termination, to either: (a) have GEODIS assign the respective Warehouse  lease, to either CLIENT or CLIENT’s designated third party logistics provider; provided that such  election must be made with the consent of the landlord, and may not be elected if the Warehouse is  not a dedicated facility to CLIENT at such time, and upon such election CLIENT will continue to  reimburse GEODIS for all lease payments until the lease assignment is executed, or (b) CLIENT will  elect for GEODIS to attempt to effect and early termination of such Warehouse lease, whereupon  CLIENT will reimburse GEODIS any applicable early termination fee, or, to the extent GEODIS is  unable to effect an early termination of such Warehouse lease, CLIENT will pay to GEODIS the  amounts,  or  portions  thereof,  required  to  be  paid  by  GEODIS  (as  incurred)  to  cover  GEODIS’  monthly total rental obligations under the applicable Warehouse lease hereunder, until the earlier of (i)  the  expiration  of  the  Term  of  the  applicable  SOW,  (ii)  expiration  of  the  term  of  the  applicable  Warehouse lease, or (iii) GEODIS secures a replacement client to occupy the portion of the Warehouse  that  is  dedicated  to  providing  the  Services  for  the Client  hereunder,  upon  which  CLIENT’s  lease  payments will be reduced accordingly on a per square foot basis; and,                  (5)   To the extent employees or temporary personnel are unable to be redeployed  to  other  of  GEODIS’  operations  after  taking  commercially  reasonable  measures,  GEODIS  shall  terminate any temporary labor contracts, and CLIENT shall pay to GEODIS all severance, redundancy  pay and other compensation payable to GEODIS employees arising out of the termination of their  employment contract as a result of the termination of the respective SOW; provided that such amounts  shall be calculated on a reasonable basis.                 (6)   At CLIENT’s election, which shall be exercised within thirty (30) days of any  notice of termination, and upon payment of all other amounts due and owing under this Agreement,  CLIENT shall either (a) have GEODIS, to the extent possible under such lease agreements, will assign  any Equipment Leases covering equipment dedicated to providing the Services for CLIENT hereunder  to  CLIENT  or  CLIENT’s  designated  third  party  logistics  provider,  or  (b)  request  that  GEODIS  attempt to either redeploy the equipment covered by such Equipment Leases to other of GEODIS’  operations to the extent commercially reasonable, or effect a cancellation of such Equipment Leases,  whereupon CLIENT will reimburse GEODIS for any applicable early termination fee(s), or, to the  extent GEODIS is unable to effect an early termination of such Equipment Leases, CLIENT will pay  to GEODIS the amounts, or portions thereof, required to be paid by GEODIS (as incurred) to cover  GEODIS’ monthly rental obligations under such Equipment Leases until the earlier to occur of (i) the  expiration of the term of the applicable SOW, (ii) expiration of the applicable term of the Equipment  Lease(s), or (iii) GEODIS is able to redeploy the equipment covered by such Equipment Leases to  other of GEODIS’ operations, upon which CLIENT’s obligation will be reduced accordingly; and,                                                                                            Page 13                                             





 






                                                                  Execution Copy                                                                                                  (7)   All current and outstanding invoices with respect to services performed by  GEODIS pursuant to any other agreements by and between GEODIS and CLIENT.   Further, CLIENT will reimburse GEODIS for the cost of (i) returning the Warehouse and Warehouse  Yard to the condition required in GEODIS’ lease covering the Warehouse space, ordinary wear, tear,  and building enhancements excepted, and (ii) removing the racking, gantry, and aerosol cage, together  with repairing any damage to the Warehouse caused by said removal.  Routine maintenance obligations  are specifically a GEODIS obligation.     The total amount to be paid by CLIENT to GEODIS pursuant to this Subsection 8.C is referred to  herein as the “ Termination Amount ”.  The Parties acknowledge and agree that (i) the damages to  GEODIS in the foregoing circumstances would be difficult or impossible to accurately estimate, (ii)  the Termination Amount has been negotiated by the Parties not as a penalty but as a good faith attempt  by the Parties hereto to arrive at a reasonable estimate of such damages and (iii) in any action against  CLIENT for the payment of the Termination Amount, the reasonableness of such amount shall be  presumed.  The Termination Amount should be paid by CLIENT in full within thirty (30) days of the  Termination Effective Date.  Without limiting the foregoing, GEODIS reserves the right to require  CLIENT to pay all Termination Amounts owed prior to any Product or assets being removed from  any Warehouse.            D.     Expiration of Term   In the event that either Party elects to not renew an SOW Term (be it in the initial Term or Renewal  Term), in addition to any other payments that may be required under the Agreement, CLIENT will: (i)  pay all unamortized portions of Asset Costs (stationary and non-stationary) and Leased Costs incurred  to provide the Services, if any, and only to the extent such amounts are set forth on Exhibit B –  “Rates” (the “ Expiration Amounts ”); and (ii) CLIENT will reimburse GEODIS for the cost of (i)  returning the Warehouse and Warehouse Yard to the condition required in GEODIS’ lease covering  the Warehouse space, ordinary wear, tear, and building enhancements excepted, and (ii) removing the  racking, gantry, and aerosol cage, together with repairing any damage to the Warehouse caused by said  removal.  Routine maintenance obligations are specifically a GEODIS obligation.   GEODIS shall  provide CLIENT documents establishing the purchase price of such assets, systems, and leases and  amortization  calculations  establishing  the  unamortized  cost  of  such  items.  Without  limiting  the  foregoing,  GEODIS  reserves  the  right  to  require  CLIENT  to  pay  any  and  all  amounts  owed  to  GEODIS prior to any final Product being removed from any Warehouse.           E.    Reservation of Rights   Any termination of an SOW or the MSA under this Section 8 (Termination) shall be without prejudice  to each Party's accrued rights hereunder and any action related to termination shall be in accordance  with the provisions of this MSA’s Section 22 (Arbitration Agreement).          9.     TRANSITION OF OPERATIONS           A.  Transition upon Non-Renewal or CLIENT Termination for Convenience    In the event that either Party elects to not renew an SOW Term (be it in the initial Term or Renewal  Term), or CLIENT gives notice of a Termination for Convenience, then, unless GEODIS agrees  otherwise in writing, CLIENT shall take no adverse action thereafter to reduce the volume or type of  Services to be provided by GEODIS from the volume and type of Services provided by GEODIS at  the applicable Warehouse during the twelve (12) month period prior to such notice.  Notwithstanding                                                                                           Page 14                                             





 






                                                                  Execution Copy                                                                                    the foregoing, CLIENT shall, at least 30 days, but no more than 45 days prior to the Termination  Effective Date, discontinue all shipments of Products to the Warehouse and provide GEODIS with  directions to ship all Products, and remove and ship all CLIENT assets and equipment, from such  Warehouse.  These services shall be billed at the rates set forth in the respective  SOW Exhibit B –  “Rates”.  Following  the expiration of the applicable SOW Term, at CLIENT’s request, GEODIS will  continue to provide transition assistance services at a rate mutually agreed upon by both CLIENT and  GEODIS.           B.   Transition upon Termination for Event of Default    If either Party gives written notice to terminate the MSA, or individual SOW, on account of an Event  of Default by the other Party, CLIENT shall, as soon as possible following such notice, discontinue  all shipments of Products to all affected Warehouses and provide GEODIS with directions to ship all  Products, and remove and ship all CLIENT assets and equipment, from such Warehouses.  These  services shall be billed at the warehouse labor rates set forth in the respective SOW Exhibit B – “Rates”.   Following the expiration of the applicable SOW Term, at CLIENT’s request, GEODIS will continue  to provide transition assistance services at a rate mutually agreed upon by both CLIENT and GEODIS.   Notwithstanding the forgoing, in the event that GEODIS has terminated an SOW for cause, GEODIS  shall be under no  obligation to perform transition services for CLIENT unless and until all open  invoices  have  been  timely  paid,  and  GEODIS  may  reserve  the  right  for  all  invoices  during  such  transition period to be pre-paid by CLIENT.           C.   Transition, Generally    This Subsection 9.C applies to all transitions in general, regardless of whether it was by termination or  expiration. The Parties will work together in good faith to develop a mutually agreed upon transition  plan to effectuate the transition of the Services to CLIENT, or such party as CLIENT may designate,  provided that GEODIS will not be required to share Confidential Information with such third parties.  During any transition period, any key performance indicators or service level standards and reporting  requirements will be suspended; however, they will continue to be reported to CLIENT.   If on or  after the Termination Effective Date, or end of SOW Term, as the case may be, any Products or  CLIENT asset or equipment remain at the respective Warehouse(s), GEODIS shall provide one final  notice to CLIENT to remove said items, and if such items remain at the Warehouse five (5) business  days after notice to remove has been given to CLIENT, then GEODIS may, in its discretion, consider  such property abandoned and take all actions with respect thereto allowed under applicable law.  The  termination or expiration of any individual SOW shall not affect either Party’s remaining obligations  with respect to the MSA or other SOWs.         10.     INDEMNIFICATION AND INSURANCE           A.  Indemnification by GEODIS   In addition to the indemnities set forth elsewhere in this Agreement or an applicable SOW, GEODIS  shall indemnify, defend and hold CLIENT, and their respective  affiliates,  subsidiaries,  parent  and  related companies, and all of their employees, agents, officers, directors, shareholders, members and  personnel (collectively, the “ CLIENT Indemnitees ”) harmless from any damages, costs, expenses,  losses, fines, taxes, penalties, attorney fees, or liabilities (“ Losses ”) that CLIENT Indemnitees incur in  connection with this Agreement and to the extent arising from the negligence or willful misconduct of  GEODIS and which result from, arise out of, or relate to third-party claims for (i) physical injury,  death, property damage or property loss sustained by any person, arising out of or resulting directly  from the willful or negligent acts or omissions of GEODIS in the performance of Services hereunder                                                                                           Page 15                                             





 






                                                                  Execution Copy                                                                                    (ii) any failure by GEODIS to comply with any law in any respect relating to or connected with the  Products that CLIENT has specifically notified GEODIS of pursuant to this Agreement or which  apply to the provision of the Services hereunder, (iii) the period of employment of any person with  GEODIS, (iv) a breach by GEODIS or any of its affiliates of any agreement between GEODIS or any  of its affiliates and such third party, in each case subject to the limitations as set forth in Subsection  10.E below (Limitations on Liability).             B.   Indemnification by CLIENT   In addition to any other indemnification by CLIENT set forth elsewhere in the Agreement, including  Section 14 below (Haz-Mat), CLIENT shall indemnify, defend and hold GEODIS and their respective  affiliates,  subsidiaries,  parent  and  related  companies,  and  all  of  their  employees,  agents,  officers,  directors, shareholders, members and personnel (collectively, the “ GEODIS Indemnitees ”) harmless  from any Losses incurred in connection with this Agreement to the extent arising from the negligence  or willful misconduct of CLIENT, or its affiliates, agents, or subcontractors, and which result from,  arise out of, or relate to third-party claims for (i) physical injury,  death, property damage or property  loss sustained by any person on the Warehouse property, including the parking lots, loading docks and  common areas, arising out of or resulting directly from the willful or negligent acts or omissions of  CLIENT or its affiliates, agents, or subcontractors, (ii) any failure by CLIENT or its affiliates, agents  or third-party services providers to comply with any law in any material respect relating to or connected  with the Products, including the failure to pay any fees, taxes, levies or similar obligations, (iii) the  design,  manufacture,  quality,  condition,  packaging,  packing,  labeling,  transport,  import,  export,  delivery, purchase, sale, use, discharge, or disposal of, or exposure to, or contact with, any Product by  any  person and which does not result from any act or omission  of GEODIS; (iv) any inaccurate,  incomplete or misleading information, data, or instructions furnished by CLIENT to GEODIS, or any  failure of CLIENT to furnish any information, data, or instructions  that  CLIENT  is  obligated  to  furnish pursuant to this Agreement; (v) the contamination of a Warehouse by CLIENT during, or  subsequent to the Term; (vi) the contamination of any property of any third party to the extent caused  by CLIENT prior to, during, or subsequent to the Term; (vii) CLIENT’s or any third party’s title to or  interest in the Products; (viii) breach of any of CLIENT’s obligations pursuant to Section 9 (Transition  of Operations) and Section 14 (Haz-Mat) of this Agreement, (ix) any lease assigned to CLIENT upon  termination of this Agreement with respect to Losses arising on or after the effective date of such  termination; (x) a breach by CLIENT or any of its affiliates of any agreement between CLIENT or  any of its affiliates and such third party; (xi) the employment or termination of employment of any  person by CLIENT or its affiliates or third party service providers, and (xii) any WARN Act liability,  to the extent incurred due to CLIENT’s direction to cease or substantially decrease operations with  less than 120 days prior notice, to the extent such liability could not have been otherwise reasonably  avoided  by  GEODIS  and  further  to  the  extent  such  liability  was  not  the  result  of  a  CLIENT  Termination for Cause or a GEODIS Termination for Convenience.                    C.   Third Party Claim Procedure     An indemnifying Party’s obligations to indemnify and defend are expressly conditioned upon, (1) being  provided prompt written notice of any indemnification claim by the indemnified party; provided, that  a failure to provide such prompt notice shall not release the indemnifying party from its obligations  except to the extent such lack of timely notice materially impacts the ability of the indemnifying party  to defend against the claim, (2) the indemnifying party having the sole right to control the defense, and  to  agree  to  any  cash  settlement,  adjustment  or  compromise  of  the  claim;  provided,  that  (a)  any  settlement, adjustment, or compromise of the claim shall not result in any financial or non-financial  obligations  and/or  admissions  of  guilt  being  imposed  on  the  indemnified  party  without  the  prior                                                                                           Page 16                                             





 






                                                                  Execution Copy                                                                                    written  consent  of  the  indemnified  party  in  its  sole discretion,  and  (b)  the  indemnified  party  may  employ separate counsel at its own expense to participate in the defense of the claim, and (3)  the  indemnified party providing reasonable cooperation with the indemnifying party in the defense of the  claim.  The indemnified party shall have no authority to settle any claim on behalf of the indemnifying  party without the consent of the indemnifying party.                    D.   Insurance                (1)    GEODIS Insurance . GEODIS shall maintain in effect during the Term of  this Agreement insurance as set forth below.                          a.    Workers Compensation insurance as required by applicable law, and   Employer’s Liability insurance with a minimum limit of $3,000,000 per employee, per accident.                        b.    Commercial  General  Liability  insurance  on  an  occurrence  basis   covering claims of bodily injury, death, property damage, products and completed operations, and   personal and advertising injury, with a minimum limit of $5,000,000 per occurrence.                        c.    Automobile  Liability  insurance  on  an  occurrence  basis  covering   claims of bodily injury, death, and property damage, according to statutory law with a minimum limit   of $1,000,000 per occurrence. Such insurance shall include coverage for Owned, Hired, and Non-  Owned automobiles.                        d.    Unless  stated  otherwise  in  the  SOW,  Warehouseman’s  Legal   Liability  insurance  covering  GEODIS’  liability  for  loss  or  damage  to  Products,  with  a  limit  of   $1,000,000 per occurrence and $5,000,000 per year.                  (2)    CLIENT Insurance.  CLIENT, at its cost and expense, shall provide and  keep in effect during the Term of this Agreement, insurance as set forth below.                          a.    Workers Compensation insurance as required by applicable law, and    Employer’s Liability insurance with a minimum limit of $1,000,000 per employee, per accident.                        b.    Commercial  General  Liability  insurance  on  an  occurrence  basis    covering claims of bodily injury, death, property damage, products and completed operations, and    personal and advertising injury, with a minimum limit of $1,000,000 per occurrence.          All minimum insurance limits required by this Section may be met through a combination of primary  and umbrella or excess policies, provided that the umbrella or excess policies “follow form” of the  underlying policies.     All policies maintained by both Parties shall be issued by an insurance company with a minimum A.M.  Best Rating of A-VII.      The Parties specifically agree that Products are not insured by GEODIS against loss or injury however  caused and therefore GEODIS will not provide “all risk” property insurance, which is primarily for  the owner of property and covers perils beyond that which a reasonably careful warehouseman would  be liable.     GEODIS and CLIENT each waive, and shall cause their respective insurance carriers to waive, any  and all rights to recover against the other for loss or damage to property or injury to a person (including  deductible amounts) arising from any cause covered by any insurance policy required to be carried  pursuant to this MSA.                                                                                              Page 17                                             





 






                                                                  Execution Copy                                                                                    Prior to the execution of this MSA, and annually thereafter and upon reasonable request, each Party  shall provide to the other insurance certificates and copies of any endorsements necessary to evidence  the coverage required by this MSA.  Acceptance of delivery of any certificates of insurance does not  constitute approval or agreement by a Party that the insurance requirements of this section have been  met, and failure of a Party to identify a deficiency from evidence provided will not be construed as a  waiver of the other Party’s obligations to maintain such insurance. Each Party shall provide, or cause  its insurers to provide, 30 days’ written notice to the other prior to the cancellation or non-renewal of  any of the above-listed policies.            E.     Limitations on Liability   Notwithstanding anything contained herein to the contrary, liability is limited as follows:                  (1)   GEODIS  shall  not  be  liable  for  any  loss  or  injury  to  Products  stored,  however caused, unless such loss or injury resulted from the failure by GEODIS to exercise such care  in regard to them as a reasonably careful warehouseman would exercise under like circumstances; and                (2)    CLIENT declares that damages under the Agreement for loss or damage to  Product in excess of the shrink allowance (as described in subsection (3), below) and resulting from  GEODIS' failure to exercise reasonable care as described in Section 10.E.(1) are to be calculated based  on the Product’s manufactured cost, plus incoming freight charges and applicable taxes, without mark- up,  less  applicable  manufacturers’  allowances,  discounts,  credits,  rebates,  reductions  for  non- conforming goods and similar deductions (the “Landed Cost”). Such damages will be capped at the  lessor of (a) CLIENT’s actual damages based on the Landed Cost  or (b) Warehouseman Legal Liability  insurance coverage per occurrence as provided for herein; and                 (3)   For  each Warehouse,  CLIENT  agrees  to  (a)  for  the  first  six  (6)  months  following go-live at a Warehouse, a [***] shrink allowance, and (b) for month seven (7) and for the  balance of the Term of the applicable SOW, a [***] shrink allowance, based on the Landed Cost of  Products stored for a period of one year for loss due to damage, mysterious disappearance or other  inventory  shrink.   Shrinkage  is  measured  as  the  inventory  reflected  in  WMS  against  cycle  count  inventory, as determined at the end of each year during the Term.  Shrink allowance will be applied  against the net results of the physical inventory and cycle count adjustments made during the one-year  period; and                 (4)   GEODIS shall not be liable for demurrage or detention, delays in unloading  inbound cars, trailers or other containers, or delays in obtaining and loading cars, trailers or other  containers for outbound shipment unless GEODIS has failed to exercise reasonable care.  In the event  GEODIS, for the convenience of CLIENT and Carriers, permits Carriers to drop or park trailers or  containers on the Warehouse Yard, the Parties shall endeavor to execute a separate written agreement  governing the terms of liability with respect thereto within sixty (60) days of the SOW Effective Date;                 (5)   EXCEPT      FOR     (A)    THE     PARTIES’     RESPECTIVE  INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR (B) TO  THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF  A  PARTY,  IN  NO  EVENT  WILL  EITHER  PARTY  BE  LIABLE  FOR  CONSEQUENTIAL,  INDIRECT,  INCIDENTAL,  PUNITIVE,  SPECIAL,  RELIANCE,  OR  SIMILAR  DAMAGES,  LOSSES  OR  EXPENSES,  LOST  PROFITS,  CHARGEBACKS  (UNLESS  AND  TO  THE  EXTENT PROVIDED FOR IN EACH SOW), SAVINGS, COMPETITIVE ADVANTAGE, OR  GOODWILL, OR THE INTERRUPTION OF THE OTHER PARTY’S BUSINESS, UNDER OR  IN CONNECTION WITH THE AGREEMENT (HOWEVER, IN NO EVENT, INCLUDING                                                                                           Page 18                                             





 






                                                                  Execution Copy                                                                                    WITH RESPECT TO (A) OR (B) ABOVE SHALL GEODIS BE LIABLE FOR LOST PROFITS);  EVEN IF THE FOREGOING ARE DEEMED DIRECT DAMAGES OR IF SUCH PARTY HAS  BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. EXCEPT WITH RESPECT TO CLAIMS  FOR DAMAGE OR LOSS OF PRODUCTS, OR EXCEPT TO THE EXTENT CAUSED BY THE  GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GEODIS, GEODIS’ LIABILITY TO  CLIENT OR TO ANY THIRD PARTY (WHETHER STATUTORY OR COMMON LAW AND  WHETHER  IN  CONTRACT,  TORT,  NEGLIGENCE,  STRICT  LIABILITY,  BAILMENT,  FIDUCIARY RELATIONSHIP, EQUITY, OR OTHERWISE) UNDER OR IN ANY MANNER  RELATED TO THIS AGREEMENT SHALL NOT EXCEED THREE MILLION  DOLLARS  ($3,000,000) IN ANY TWELVE (12) MONTH PERIOD.    THIS  IS  A  SERVICES  AGREEMENT.  GEODIS,  AND  ITS  AFFILIATES  AND  SUBCONTRACTORS,  MAKE  NO  REPRESENTATION  OR  WARRANTY,  EXPRESS  OR  IMPLIED,  INCLUDING  ANY  WARRANTY  REGARDING  THE  MERCHANTABILITY,  FITNESS  FOR  PARTICULAR  USE  OR  PURPOSE,  ORIGINALITY,  OR  RESULTS  TO  BE  DERIVED  FROM  THE  USE,  OF  THE  SERVICES;  PROVIDED,  HOWEVER,  GEODIS  EXPRESSLY REPRESENTS AND WARRANTS TO CLIENT THAT GEODIS WILL PROVIDE  THE  SERVICES  IN  A  PROFESSIONAL  MANNER  IN  ACCORDANCE  WITH  INDUSTRY  STANDARDS.  GEODIS  facilities,  equipment,  software  or  other  items  provided  or  utilized  by  GEODIS or its affiliates, subcontractors, or licensors in connection with the Services are provided or  utilized “AS IS” without any warranty.    Each Party shall have a duty to use commercially reasonable  efforts  to  mitigate  the  other  Party’s  damages and liability under the Agreement.         11.    TAXES   CLIENT will either pay directly all taxes, licenses, charges, and assessments levied by government  authority upon the Products and Services or to reimburse GEODIS therefore if paid by GEODIS.  GEODIS  assumes  full  responsibility  for  the  payment  of  all  federal  and  state  social  security  and  unemployment compensation taxes, withholding taxes, and all other taxes or charges applicable to  GEODIS' employees performing Services hereunder.          12.     FORCE MAJEURE   Neither Party shall be liable for damage to Products or delays and/or defaults in its performance under  the Agreement due to causes beyond its control and without its fault or negligence, including, but  without limiting the generality of the foregoing: acts of God, or of the public enemy; fire or explosion;  flood; actions of the elements; war; acts of terrorism; cyber-attacks, riots; embargoes; quarantine; third- party strikes, lockouts, or disputes with workmen or other non-GEODIS labor disturbances; total or  partial failure of transportation, delivery facilities, or supplies; acts or requests of any governmental  authority; or any cause beyond its control, including without limitations the acts or omissions of any  Parties other than GEODIS or CLIENT, whether or not similar to the foregoing provided that the  Party whose performance is affected gives written notice of the force majeure to the other Party within  ten (10) days of its first occurrence (any such event, a “ Force Majeure Event ”).  Both Parties shall  take commercially reasonable steps to mitigate the loss, damage, or delay that could be caused by a  Force Majeure Event.  In the event of a Force Majeure Event, CLIENT shall compensate GEODIS  for all Services provided during the period of the Force Majeure Event, but shall not be required to  compensate GEODIS for Services not performed during the period of the Force Majeure Event.          13.    TITLE                                                                                           Page 19                                             





 






                                                                  Execution Copy                                                                                        A.  Right to Store Products   CLIENT represents and warrants that it is the lawful owner and lawfully in possession of the Products  and  has  the  right  and  authority  to  contract  with  GEODIS  for  the  Services  contemplated  by  the  Agreement relating to those Products. CLIENT agrees to indemnify and hold GEODIS harmless for  all loss, cost and expense (including reasonable attorneys’ fees) which GEODIS pays or incurs as a  result of any dispute or litigation, whether instituted by GEODIS or others, respecting CLIENT’s  right, title or interest in the Products covered by the Agreement.        B.  Warehouse Receipt and Lien   GEODIS shall not permit any lien or other encumbrance to be placed on the Products while they are  in GEODIS's possession. Title to the Products as between CLIENT and GEODIS shall at all times  remain with CLIENT.  Notwithstanding the foregoing, GEODIS shall have a general warehouseman's  lien on the Products pursuant to Section 7-209 of the Uniform Commercial Code (“ UCC ”) for any  unpaid  and  undisputed  charges  for  Services  of  any  kind  rendered  pursuant  to  this  Agreement  (including, initial expenses, asset costs, storage, handling, transportation, demurrage, terminal charges,  insurance, labor) and other charges present or future with respect to the Products or Services, advances  or loans by GEODIS, and for expenses necessary for preservation  of  the  Products  or  reasonably  incurred in their sale pursuant to law, regardless of whether a physical warehouse receipt has been  issued or receipt of Products is indicated by electronic or other documentation.  Pursuant to Section  7-209, the foregoing general warehouseman’s lien shall not be specific to charges and expenses with  respect to each Product, but shall apply generally to all Product in GEODIS’ possession, and the lien  shall be for all charges and expenses with respect to all Products for which GEODIS provides or  provided Services pursuant to this Agreement.  In order to protect its lien, GEODIS reserves the right  to require advance payment of all charges prior to shipment or release of Products.              14.     HAZARDOUS MATERIALS & WASTE   For  purposes  of  this  Agreement  the  term  “ Hazardous  Materials ”  (i.e.  Fully  Regulated,  Limited  Quantity, Excepted Quantity, and/or Lithium Batteries) shall include Hazardous Materials as defined  within 49 C.F.R. Parts 105 through 180, Hazardous Substances, as defined in 42 U.S.C. Section 9601,  Hazardous Materials as defined within US Postal Service Publication 52 and the same or similar term  (i.e. Dangerous Goods) defined by any other federal, state or local statute, ordinance or international  regulation  such  as  current  publications  for  air  shipments  within  International  Air  Transport  Association (IATA) or Ocean/Sea shipments within International Maritime Dangerous Goods Code  (IMDG)            A.     CLIENT warrants that none of the Products, goods or materials which CLIENT will  submit to GEODIS for the purposes of this Agreement, constitute or contain Hazardous Materials  unless provided in compliance with this Section 14 and all applicable Laws and Regulations.                  B.     CLIENT  shall  not  deliver  to  GEODIS  any  Products,  goods  or  materials  that  constitute or contain Hazardous Materials, as defined in this Agreement, unless, prior to delivery of  such Hazardous Materials, CLIENT has:                            (1)     notified GEODIS, in writing, of CLIENT’s intent to deliver such Hazardous   Materials;              (2)     understanding hazardous  materials ground shipments  are restricted  to  the  contiguous 48 states and ground shipments to AK, HI, U.S. Territories to include Military Installations                                                                                           Page 20                                             





 






                                                                  Execution Copy                                                                                    are blocked unless CLIENT has GEODIS preapproval to convert the ground shipments to regulated  air or ocean shipments;              (3)     provided GEODIS, in writing, the intent to have GEODIS properly package  and label  Hazardous Materials (as defined 19 above) for air or ocean shipment due to the higher cost  to train, package and label with higher shipment fees;               (4)     provided GEODIS, in writing, the intent to have GEODIS properly package  and label Hazardous Materials (as defined above) for US Postal Service and/or Bulk Mail Consolidator  (utilization of USPS for final mile delivery) due to the higher cost to train, package, and label.               (5)     provided  Safety  Data  Sheets  (“ SDS ”)  or  other  written  information,  satisfactory to GEODIS, in its sole discretion, which details the nature of the Hazardous Materials and  any packaging or shipping specifications or limitations, and amended or updated Item Master, to reflect  all  such  requirements;  and  in  the  event  a  SDS  is  not  available,  CLIENT  will  provide  accurate  transportation information.              (6)     GEODIS, in its sole discretion, has, in writing, approved the delivery of such  Hazardous Materials, and the amendments or modifications to the Item Master.                       C.   If any Products, goods or materials which were not Hazardous Materials at the time  CLIENT delivered them to the possession of GEODIS shall subsequently be classified to constitute  or  contain  Hazardous  Materials,  as  defined  in  this  Agreement,  CLIENT  shall  immediately  notify  GEODIS  that  such  products,  goods  or  materials  have  been  classified  to  constitute  or  contain  Hazardous Materials, and shall provide GEODIS the information required by Subsection 14B above  within twenty-four (24) hours of CLIENT learning that the Products, goods or materials have been  classified to constitute or contain Hazardous Materials.                       D.   If CLIENT gives notice to GEODIS, as provided for in Subsection 14C above, that  Products, goods or materials which have been previously delivered to GEODIS have subsequently  been  classified  as  constituting  or  containing  Hazardous  Materials,  or  if  GEODIS  independently  discovers that such items are classified as constituting or containing Hazardous Material, GEODIS  may, in GEODIS’s sole discretion, elect, in writing, to either continue to store, handle and ship the  Products, goods and materials constituting or containing Hazardous Materials, or, alternatively, to give  notice to CLIENT that all such Products, goods or materials will be returned to CLIENT, or delivered  to CLIENT’s designee, as soon as reasonably possible, at CLIENT’s expense.                         (1)     If GEODIS elects to continue to store, handle and ship such Products, goods  or materials, GEODIS may relocate such Products, goods  or  materials  within  the  Warehouse  for  purpose  of  proper  storage,  and  all  expenses  and  costs  so  incurred  shall  be  considered  as  Services  rendered for purposes of this Agreement and subject to the provisions of this Agreement. Additionally,  Products, goods or materials, will be placed on hold and not shipped until CLIENT has provided  GEODIS  accurate  transportation  information  and  all expenses  and  costs  so  incurred  shall  be  considered as Services rendered for purposes of this Agreement and subject to the provisions of this  Agreement.               (2)     If  GEODIS,  in  its  sole  discretion,  elects  to  require the  return  of  such  Products, goods or services to CLIENT, then GEODIS may, at its sole discretion, utilize the services  of an independent contractor which specializes in handling, packaging and shipments of Hazardous  Materials, and charge all expenses and costs so incurred back to CLIENT, and such expenses and costs  shall be considered as Services rendered for purposes of this Agreement and subject to the provisions  of this Agreement.                   E.     Should  CLIENT  deliver  any  Products,  goods  or  materials  to  GEODIS,  which  CLIENT reasonably believed at the time not to constitute or contain Hazardous Materials, but which  in fact did, at the time of delivery to the Warehouse, constitute or contain Hazardous Materials, the                                                                                          Page 21                                             





 






                                                                  Execution Copy                                                                                    provisions  of  Subsection  14D  above  shall  control  for  purposes  of  the  return  of  such  materials  to  CLIENT,  while  the  provisions  of  Subsection  14F  shall control  for  purposes  of  liability  and  indemnification.            F.     If  CLIENT  knowingly  or  unknowingly  tenders  GEODIS  Products,  goods  or  materials  which  constitute  or  contain  Hazardous  Materials  and/or  Hazardous  Waste,  without  complying  with  the  requirements  of  this  Section  14,  CLIENT  shall  indemnify,  defend  and  hold  GEODIS harmless against any and all liability which may arise from or relate to the classification,  storage,  or  transportation  of  such  Hazardous  Materials  and/or  Hazardous  Waste,  such  liabilities  including, but not limited to, any cargo loss or damage and/or any party and/or third party claims for  personal  injury,  death  and/or  property  damage,  including  but  not  limited  to  damage  to  the  environment, attorney’s fees and/or any penalties or fines levied upon GEODIS by any local, state or  federal agency. GEODIS recognizes the definitions below when referencing the following terms:                  (1)   Hazardous Materials (49CFR §171.8) a substance  or  material  that  the  Secretary of Transportation has determined is capable of posing an unreasonable risk to health, safety,  and property when transported in commerce, and has designated as hazardous under section 5103 of  Federal  hazardous  materials  transportation  law  (49  U.S.C.  5103).  The  term  includes  hazardous  substances, hazardous wastes, marine pollutants, elevated temperature materials, materials designated  as hazardous in the Hazardous Materials Table (see 49 CFR 172.101), and materials that meet the  defining criteria for hazard classes and divisions in part (40CFR §173).                 (2)   Hazardous Waste (40 CFR §261.3(a)) A solid waste, as defined in § 261.2, is  a hazardous waste if it is not excluded from regulation as a hazardous waste under § 261.4(b) and  exhibits any of the characteristics of hazardous waste or is listed wasted identified in 40CFR §239  through 40CFR §282. Any solid waste exhibiting a characteristic of hazardous waste under 40 CFR  §262 is a hazardous waste only if it exhibits a characteristic that would not have been exhibited by the  excluded  waste  alone  if  such  mixture  had  not  occurred,  or  if  it  continues  to  exhibit  any  of  the  characteristics exhibited by the non-excluded wastes prior to mixture. The waste is also considered a  hazardous waste if it exceeds the maximum concentration for any contaminant listed in table 1 to §  261.24 of 40CFR that would not have been exceeded by the excluded waste alone if the mixture had  not occurred or if it continues to exceed the maximum concentration for any contaminant exceeded  by the nonexempt waste prior to mixture.                 (3)   Universal Waste means any of the following hazardous wastes that are subject  to the universal waste requirements of 40 CFR §273 such as batteries §273.2, pesticides §273.3, Mercury  containing equipment (§273.4) and lamps (§273.5).   All definitions are in reference to the Code of Federal Regulations (40CFR and 49CFR). If CLIENT  elects GEODIS to manage hazardous materials and waste streams, GEODIS will adopt any future  adaptations  or  changes  to  the  Code  of  Federal  Regulations  for  the  definitions  mentioned  above.  GEODIS will acknowledge and follow all State specific definitions that are more stringent then Federal  Regulations, if elected to manage waste streams.           G.    CLIENT must provide written notice to GEODIS prior  to  arrival  of  Hazardous  Materials to facility if CLIENT elects GEODIS to manage Hazardous Waste stream. CLIENT shall,  in GEODIS operations here under, comply with all Hazardous Waste requirements (40 CFR 260-282)  of applicable federal, state and local laws, rules and regulations relating to the managing, reporting, and                                                                                            Page 22                                             





 






                                                                  Execution Copy                                                                                    all other operational requirements with respect to all Hazardous Wastes generated in GEODIS facility  not limited but to include:                 (1)   Hazardous  Waste  Determination  and  Recordkeeping.  In  accordance  with  40CFR 261.2, CLIENT must make an accurate determination as to whether that waste generated in  GEODIS facility is a hazardous waste in order to ensure wastes are properly managed according to  applicable RCRA, state, and local regulations. CLIENT must provide GEODIS complete waste profile  of all inventory in facility that contains characteristics of hazardous waste or is a listed waste according  to federal, state, and local laws, rules and regulations.                  (2)   Obtain Generator ID Number in accordance with  40CFR  262.12.  Each  physical location where hazardous waste materials are handled & stored must obtain a hazardous waste  generator EPA ID number. These numbers are obtained through filing a Form 8700 (or equivalent)  with the state environmental agency. The ID number is used on all hazardous waste manifests and  other associated documentation. If an overflow facility with a separate physical location and address is  used for the storage of CLIENT products, then this facility must obtain a separate Generator ID  Number as soon as Hazardous Waste is generated or if  there  is  a  potential  for  Hazardous  Waste  generation. If Hazardous Wastes are located in multiple buildings do not transport the Hazardous  Waste  between  them  unless  you  are  a  registered  Hazardous  Waste  transporter.  The  generator  ID  should be obtained under the name of the CLIENT unless prior contractual arrangements have been  made.                 (3)   Designate a Hazardous Waste Storage Area. Hazardous waste that will be  shipped to an authorized disposal facility must be stored in an area designated as a hazardous waste  storage area. This area must only be for the temporary storage of hazardous waste (less than 90 days  for a large quantity generator (LQG) or 180 days for a small quantity generator (SQG)). The Hazardous  Waste Storage Area must be in compliance with 40 CFR Protection of the Environment                 (4)   Conduct/Obtain  and  Maintain  Appropriate  Employee  Training.  All  employees  responsible  for  the  handling  of  hazardous  waste  must  be  trained  in  hazardous  waste  management. Documentation of the training received must be kept for each employee as well as a  written job description and the necessary qualifications for each position. All trained personnel must  attend a refresher course annually. The training conducted must be in accordance with 40 CFR 265.16  for large quantity generators and 40 CFR 262.34 for small quantity generators.           H.     If CLIENT elects GEODIS to manage Hazardous Waste, CLIENT is responsible  for supplying GEODIS with all Hazardous Waste compliance regulatory information of Product and  equipment related to the treatment, storage, and disposal of Hazardous Waste generated in GEODIS  facility.  CLIENT agrees to indemnify and hold GEODIS harmless for all loss, cost and expense  (including reasonable attorneys’ fees) which GEODIS pays or incurs as a result of any Hazardous  Waste dispute or litigation, whether instituted by GEODIS or others, respecting CLIENT’s right, title  or interest in the Hazardous Materials covered by this Agreement.          I.     CLIENT must provide written notice to GEODIS prior to arrival of Universal Waste  to facility if CLIENT elects GEODIS to manage Universal Waste stream. CLIENT shall, in GEODIS  operations  here  under,  comply  with  all  Universal  Waste  requirements  (40  CFR  273)  of  applicable  federal, state and local laws, rules and regulations relating to the managing, reporting, and all other  operational requirements with respect to all Universal Wastes generated in GEODIS facility.                 (1) If any product contains Lithium Batteries, to include Lithium Ion and Lithium  Metal  Batteries,  CLIENT  is  responsible  for  providing GEODIS  notification  prior  to  arrival  to                                                                                           Page 23                                             





 






                                                                  Execution Copy                                                                                    GEODIS facility. CLIENT must provide documentation of lithium battery schematics and provide  the UN Model Test 38.3 upon request from GEODIS. CLIENT agrees to provide UN#, Shipping  Name, and Packing Instructions for all products containing Lithium Batteries.   If  CLIENT  elects  GEODIS  to  manage  Universal  Waste  operations,  CLIENT  is  responsible  for  supplying  GEODIS  with  all  Universal  Waste  compliance  regulatory  information  of  Product  and  equipment related to the treatment, storage, and disposal of Universal Waste generated in GEODIS  facility, whether instituted by GEODIS or others.    CLIENT is responsible for purchasing equipment such as marks, labels, PPE, and approved storage  units for compromised lithium batteries (49CFR 173.185(d)).   CLIENT is responsible for providing return guidance to end user for in the event of an end user  returning a Lithium Battery to GEODIS facility   CLIENT agrees to manage the removal and proper disposal of Lithium Batteries post thermal run  away (40 CFR 273)          J.     CLIENT agrees to indemnify and hold GEODIS harmless  for  all  loss,  cost  and  expense which GEODIS pays or incurs as a result of any Products containing mold.  If CLIENT elects  GEODIS to manage mold operations, CLIENT is responsible for supplying GEODIS with all mold  compliance regulatory information of Product and equipment related to the treatment, storage, and  disposal of mold generated in GEODIS facility, whether instituted by GEODIS or others.         15.     PRODUCT STORAGE   For the purposes of this agreement, “ Product Storage ” refers to all instances of CLIENT product  being  stored  at  a  GEODIS  operated  facility.  In  accordance  with  all  applicable  federal,  state,  and  industry consensus standards, the CLIENT will understand and agree to cost requirements that arise  as a result of GEODIS meeting its obligations to ensure the safety of GEODIS employees, visitors,  contractors, CLIENT representatives, etc. in the facility, as well as the integrity of the CLIENT’S  product as defined by the CLIENT’S requirements.     Both Parties acknowledge the following federal, state, and industry consensus standards:          A.  OSHA 1910.176(b) Standard and GEODIS handling requirements. Storage of material            shall not create a hazard. Bags, containers, bundles, etc., stored in tiers shall be stacked,            blocked, interlocked and limited in height so that they are stable and secure against sliding            or collapse.         B.  OSHA 1910.159(c)(10) Standard and GEODIS storage requirements. Sprinklers will be            spaced to provide a maximum protection area per sprinkler, a minimum of interference            to  the  discharge  pattern  by  building  or  structural members  or  building  contents  and            suitable  sensitivity  to  possible  fire  hazards.  The  minimum  vertical  clearance  between            sprinklers and material below shall be 18 inches (45.7 cm).         C.  OSHA  1910.119  Standard  and  GEODIS  storage  requirements.   Any  process  which            involves a chemical at or above the specified threshold quantities listed in Appendix A of            the OSHA 1910.119 Standard.         D.  OSHA General Duty Clause Section 5(a)(1) of the Occupational Safety and Health Act of            1970                                                                                            Page 24                                             





 






                                                                  Execution Copy                                                                                                  1)  Product stored in storage rack will not exceed allowable weight limits or load                   beam spacing set by GEODIS, which will be supported by all applicable ANSI                   and RMI standards.                2)  Product stored in high pile will not exceed allowable stacking or height limits set                   by GEODIS, which will comply with applicable high pile storage codes          E.  Product  storage  will  comply  with  all  applicable  ANSI/RMI  Standards.  Additional            references  to  rack  design  specifications  are  available  using  the  ANSI/RMI  MH16.1            Standard.         F.  Product  storage  will  comply  with  all  federal  and  state  requirements  in  geographical            locations where seismic activity is regulated.         G.  Product  storage  will  comply  with  all  applicable  NFPA  Standards,  which  include            specialized  Storage  for  classifications  listed  within  the  NFPA  30  and  30B  Standards.             CLIENT and GEODIS agrees to abide by any specialized storage schematic put forth by            FM Global, IFC, or similar insurance protection institutes for safe storage of their goods            and  protection  to  other  customers  in  public  warehouses.  Flammable  and  Combustible            Liquids, Level 2 and 3 Aerosols, Oxidizers, Corrosives and other classes will be protected            by these guidelines dictated by global insurance consortiums.   GEODIS  has  incorporated  the  cost  requirements  for  any  Product  storage  which  requires  the  evaluation of a GEODIS Professional Engineer (PE) with fire prevention plan compliance. Examples  of circumstances that would require such a service include, but are not limited to, product storage that  includes Flammable and Combustible Liquids, Level 2 and 3 Aerosols, Oxidizers, Corrosives, specialty  food and oil products, bulky and long product and similar products as defined by NFPA regulations.    Should CLIENT request to introduce new Product(s) into a GEODIS facility, GEODIS will review  and  advise  the  CLIENT  of  any  additional  requirements,  to  include  cost  requirements,  for  the  product(s) in question. CLIENT may reserve the right to move forward or withdraw consideration of  the Product(s) from the GEODIS facility based on GEODIS PE guidance.          16.     NOTIFICATION   Any notice to either Party to the MSA by the other shall be deemed to have been properly given if  delivered  to  the  designee  as  stated  below  by  certified  mail  return  receipt  requested,  or  nationally  recognized overnight delivery service.     To GEODIS:                 Geodis Logistics LLC                             Attn: Chief Financial Officer                             7101 Executive Center Drive                             Brentwood, TN 37027                                                                                              Page 25                                             





 






                                                                  Execution Copy                                                                                    To CLIENT:                 Prestige Brands, Inc.                             660 White Plains Road, Suite 250                             Tarrytown, New York 10591                             Attention: Chief Financial Officer                               Prestige Brands, Inc.                             660 White Plains Road, Suite 250                             Tarrytown, New York 10591                             Attention: General Counsel                                       17.     COMPLIANCE WITH APPLICABLE LAWS   GEODIS shall, in its operations hereunder, comply with all requirements of applicable federal, state  and  local  laws,  rules  and  regulations.  CLIENT  is  responsible  for  supplying  GEODIS  with  all  compliance or regulatory information related to the storage and handling of Products and CLIENT  shall comply with all requirements of applicable Laws and Regulations relating to the quality, condition  and  packaging  of  Products  with  respect  to  all  Products  tendered  to  GEODIS  for  storage  in  the  Warehouse.         18.     DAMAGE TO OR DESTRUCTION OF WAREHOUSE   In  the  event  of  total  destruction  or  partial  destruction  of  twenty  percent  (20%)  or  more  of  the  Warehouse by fire or other casualty, GEODIS and CLIENT shall develop and implement a disaster  recovery plan to mitigate interruption of the Services provided hereunder.           19.     NOTICE OF LOSS OR DAMAGE   Regarding any claims for loss or damage to Products, CLIENT must give GEODIS written notice of  claim for loss or damage to Products. Such claim must be made within ninety (90) days after the date  of discovery of such damage or ninety (90) days after CLIENT is given written notice by GEODIS  that  loss  or  damage  to  the  Products  has  occurred,  whichever  time  is  shorter.   GEODIS  shall  acknowledge  receipt of each claim and endeavor to process such claim within forty-five (45) days  following  receipt  of  such  claim.   With  respect  to  any other claims, CLIENT must give GEODIS  written notice of claim before submitting to arbitration in accordance with Section 16 of this MSA.          20.    TIME TO FILE ARBITRATION DEMAND   No arbitration demand may be made by either Party against the other for loss or damage unless timely  written notice of claim has been given as provided in Section 19, and unless such arbitration demand  is made within eighteen (18) months after the date of discovery of such damage or within eighteen  months (18) months after written notice is given that loss or damage has occurred, whichever time is  shorter; provided, however, that such time limitation will not apply in the event a Party is determined  to have committed common law fraud against the other Party.         21.     DISPUTE RESOLUTION   Except with respect to CLIENT’s failure to timely pay invoices, the Parties shall attempt in good faith  to resolve any dispute arising out of or relating to the Agreement promptly by negotiation between  executives who have authority to settle the controversy and who are at a higher level of management  than the persons with direct responsibility for administration of the Agreement.  Any disputing Party                                                                                           Page 26                                             





 






                                                                  Execution Copy                                                                                    must give the other Party written notice of any dispute not resolved in the normal course of business.  Within fifteen (15) days of delivery of the notice, the receiving Party shall submit to the other a written  response. The notice and the response shall include a statement of each Party’s position and a summary  of arguments supporting that position and the name and title of the executive who will represent that  Party and any other person who will accompany that executive. Within thirty (30) days after delivery  of the receiving Party’s response, the executives of both Parties shall meet at a mutually-acceptable  time and place and, thereafter, as often as they deem reasonably necessary to attempt to resolve the  dispute. All negotiations pursuant to this Section 21 are confidential and shall be treated as compromise  and settlement negotiations for purposes of applicable rules of evidence.    Bill P’Pool, General Counsel, or any successor in such capacity, or his/her designee, is the executive  of record for CLIENT.     Mark Vane, Chief Legal Officer, or any successor in such capacity, or his designee is the executive of  record for GEODIS.    If the dispute has not been resolved by negotiation within forty-five (45) days of the disputing Party’s  notice, the Parties shall resolve any remaining dispute by binding arbitration as set forth in Section 22  of this MSA.     Disputes surrounding CLIENT’s failure to timely pay invoices shall not be governed pursuant to this  Section, nor shall such disputes be submitted to arbitration, but instead shall be brought in any state  courts of competent jurisdiction located in Davidson County, Tennessee, or any federal courts located  in, or federal appellate which have jurisdiction over, the Middle District of Tennessee.          22.    ARBITRATION AGREEMENT   All disputes, claims or controversies arising from or  relating  to  the  Agreement,  the  breach  of  the  Agreement,  or  the  relationships  that  result  from  the Agreement,  including  but  not  limited  to  any  dispute regarding the validity of this arbitration clause or the entire Agreement, shall be resolved by  binding  arbitration  administered  by  the  American  Arbitration  Association  (“ AAA ”)  under  its  Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered  in any court having jurisdiction.  Prior to initiating an arbitration claim pursuant to this section, a Party  must first attempt to solve the dispute via the Dispute Resolution provisions of Section 21 of this  MSA.    For disputes in an amount of $300,000 or less, the Expedited Procedures set forth in the AAA Rules  will be applied and the arbitration will be heard by one (1) neutral arbitrator to be selected as provided  in the AAA Rules. For all other disputes, the arbitration shall be heard by three (3) neutral arbitrators.  Each Party shall choose one arbitrator and those two arbitrators shall choose the third arbitrator, who  shall serve as the chair of the arbitration panel. Each arbitrator must be a practicing attorney in good  standing with no actual or potential conflicts of interest. To the extent practicable, the arbitrators must  have  business  or  legal  experience  relating  to  logistics  and  warehousing.  Each  arbitrator  must  be  independent of all Parties, witnesses and legal counsel.        The arbitration hearing shall be conducted in the jurisdiction where the Services are provided. Any  judicial challenge to the arbitration award shall be filed in any state courts of competent jurisdiction  located in in the jurisdiction where the Services are provided, or any federal courts located in, or federal  appellate which have jurisdiction over, the jurisdiction where the Services are provided.                                                                                             Page 27                                             





 






                                                                  Execution Copy                                                                                    The prevailing Party shall be awarded all reasonable fees and costs, including reasonable attorneys’ fees  and  costs,  expert  witness  fees  and  costs  and  the  fees and  costs  of  the  arbitrators,  incurred  in  the  arbitration  and  related  proceedings.  If  both  Parties are  awarded  relief,  the  arbitration  panel  shall  determine the prevailing Party.            23.     MODIFICATION   Any request to modify or amend the Agreement must be made in writing, and signed by an authorized  representative of each Party hereto. Any project change notices will be executed by the Parties and  subject to the terms of the Agreement.         24.    ASSIGNMENT    The rights and obligations covered herein are personal to each Party hereto and for this reason the  Agreement (including all SOW and Exhibits) shall not be assignable by either Party in whole without  prior  written  consent  of  the  other  Party,  which  consent  shall  not  be  unreasonably  withheld.   Notwithstanding the foregoing, either Party may assign the Agreement to (i) a party which purchases  substantially all the assets of the assigning Party, or (ii) to any party which merges with the assigning  Party, or (iii) to any party which is under common management or control with the assigning Party.          25.     PUBLIC ANNOUNCEMENT/ADVERTISING     Neither Party may release any public announcement concerning this Agreement or any future SOW  without the express written consent and mutual agreement of the Parties.           26.     ENTIRETY   This  document  embodies  the  entire  agreement  and  the  understanding  between  CLIENT  and  GEODIS,  and  there  are  no  previous  agreements,  understandings,  conditions,  warranties  or  representations, oral or written, expressed or implied, with reference to the subject matter hereof which  are not merged herein. The preprinted or other terms of any purchase order or similar document issued  by CLIENT in connection with the Agreement will have no force or effect.         27.     SEVERABILITY   If  any  provision  of  the  Agreement  is  held  invalid  or unenforceable  by  any  court  of  competent  jurisdiction, the other provisions of the Agreement will remain in full force and effect and the Parties  shall  take  any  actions  necessary  to  render  the  remaining  provisions  of  the  Agreement  valid  and  enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise  modify the Agreement to replace any provision contained herein that is held invalid or unenforceable  with a valid and enforceable provision giving effect to the intent of the Parties.          28.    BENEFIT; RELATIONSHIP.    This  Agreement  is  binding  upon  and  inures  solely  to  the  benefit  of  the  Parties  hereto  and  their  respective successors and permitted assigns and GEODIS’ subcontractors and licensors. No other  third party shall have any rights, privileges, or remedies hereunder or pursuant hereto. CLIENT will  not sell or otherwise provide, directly or indirectly, any of the Services to any third party. GEODIS is  an  independent  contractor  to  CLIENT,  and  the  Agreement  will  not  be  construed  to  establish  a  fiduciary, partnership, agency, joint venture, or other similar relationship.                                                                                             Page 28                                             





 






                                                                  Execution Copy                                                                                          29.     ORDER OF PRECEDENCE.    All SOWs attached hereto or referenced herein are a part of this MSA. In the event of any inconsistency  within this MSA and the SOWs, unless explicitly stated otherwise, the order of precedence shall be:  first, the SOW; second the body of the MSA; provided, however, should the terms of any SOW conflict  with the terms of this MSA, the terms of the MSA shall govern and control unless such conflict clearly  states the provision of this MSA that is impacted by the conflict within the SOW.           30.    CONFIDENTIALITY.   The Parties, for their mutual benefit, desire to disclose to each other, certain information which is  confidential  and  proprietary  to  the  disclosing  or  transmitting  party  for  purposes  of  the  business  relationship.  “Confidential  Information”  means  any  and  all  non-public  information  and  material  disclosed by the disclosing party to the receiving party prior to or during the term of this MSA (whether  in writing, or in oral, graphic, electronic or any other form).   The term "Confidential Information"  shall also include any and all information which contains or otherwise reflects or is derived, directly or  indirectly, therefrom, as well as any and all notes, analyses, compilations, studies or other documents  prepared by the receiving party or any of its representatives that contain or otherwise reflect or are  derived, directly or indirectly, from such Confidential Information. The receiving party shall: (i) hold  such Confidential Information in confidence; (ii) use the same degree of care normally used to protect  its own proprietary and/or confidential information within its own organization, but not less than a  reasonable  degree  of  care;  (iii)  use  such  Confidential  Information  only  for  the  purposes  of  the  Agreement and for no other purposes; (iv) restrict disclosure of such Confidential Information solely  to its representatives with a need to know in connection with the Agreement and related Services (and  provided that such persons are advised of the obligations assumed herein and agree to be bound by  obligations  of  confidentiality  and  non-use  to  protect  the  disclosing  party’s  rights  and  interest  hereunder), and (v) shall not disclose such Confidential Information to any third party that is not a  representative of receiving party, without prior written approval of the disclosing party. Representatives  shall be limited to such party’s affiliates, directors, officers, partners, employees, agents, accountants,  advisors, attorneys, bankers, potential financing sources and potential joint venturers.           31.     SURVIVAL.    Despite expiration or termination of the Agreement for any reason, all provisions in the Agreement  containing  representations,  warranties,  payment  obligations,  releases,  defense  obligations  and  indemnities, and all provisions relating to Confidential Information, construction and interpretation of  the Agreement, employee solicitation, employment matters, intellectual property, insurance, disclaimer  of certain remedies and damages, limitations of liability, dispute resolution and governing law, and all  causes of action which arose prior to expiration or termination, shall survive until, by their respective  terms, they are no longer operative or are otherwise limited by an applicable statute or contractual  period of limitation.          32.     COUNTERPARTS   This MSA may be executed in one or more counterparts, each of which will be deemed to be an original  copy of this MSA and all of which, when taken together, will be deemed to constitute one and the  same MSA.         33.    WAIVER                                                                                            Page 29                                             





 






                                                                  Execution Copy                                                                                    The waiver by either Party of any default or breach of the Agreement shall not constitute of waiver of  any other or subsequent default or breach.  Except for actions for common law fraud, no action,  regardless of form, arising out of the Agreement may be brought by either Party more than eighteen  (18) months after the cause of action has occurred.          34.      GOVERNING LAW   This Agreement will be governed by and interpreted according to the laws in the jurisdiction where the  Services are provided. In any court or arbitration proceeding, the court or arbitrators shall apply the  substantive law of the jurisdiction where the Services are provided, ignoring any conflict of law rules  that would direct the application of the substantive law of another jurisdiction.      The Parties hereto have caused this MSA to be executed by their duly authorized representatives.                       [Remainder of page left blank intentionally, signature page follows ]                                                                                            Page 30                                             





 






                                                                  Execution Copy                                                                                           IN WITNESS WHEREOF, the Parties hereto have caused this MSA to be executed by their  duly authorized representatives.                                                             Prestige Brands, Inc.                       Geodis Logistics LLC      By: /s/ Ron Lomabrdi_                       By: /s/ Mike Honious   Name: Ronald Lombardi                       Name: Mike Honious   Title: President and CEO                    Title: Chief Operating Officer                                                                                                 Page 31                                             





 






                             STATEMENT OF WORK No. 1                                   (Clayton, Indiana)                                                   This Statement of Work No. 1 (this “ SOW ”) dated and effective as of May 13, 2019 (the  “SOW Effective Date ”), is made by and between Prestige Brands, Inc., having its principal place of  business at 660 White Plains Road, Suite 250 Tarrytown, NY 10591, together with its agents, Affiliates  or  subsidiaries  (hereinafter  referred  to  as  “ CLIENT ”) and GEODIS Logistics LLC, a Tennessee  limited liability company, having its principal place of business at 7101 Executive Center Drive, Suite  333, Brentwood, Tennessee 37027 (hereinafter referred to as “ GEODIS ,” collectively the “ Parties ”).    This SOW is governed by, incorporated into, and made part of, that certain Master Services Logistics  Agreement, as amended from time to time (the “ MSA ”), dated as of May 10, 2019, by and between  CLIENT and GEODIS. This SOW defines the Services that GEODIS will provide to CLIENT in  accordance with the terms of the MSA and this SOW.  The terms of this SOW are limited to the scope  of this SOW and shall not be applicable to any other SOWs which may be executed and attached to  the MSA.  To the extent there is a conflict between the terms of this SOW and the MSA, the terms of  the MSA shall control, except for terms where the MSA expressly permits the SOW to control in the  event of conflict with the MSA, or where the Parties agree that the terms of the SOW shall control.        1.  DEFINITIONS.    Capitalized terms used herein and not otherwise defined shall have the          meanings given them in the MSA or attached Exhibits.              a.  “Accessorial Charges”  shall have the meaning as set forth in the attached SOW-1  Exhibit B .             b.  “Asset Costs” shall have the meaning as set forth in the attached  SOW-1 Exhibit  B.             c.   “Fees”, “Charges”, “Agreed Rates”  or “Rates”  shall have the meaning as set  forth in the attached  SOW-1 Exhibit B .             d.  “Initial  Expenses”   shall  have  the  meaning  as  set  forth  in  the  attached   SOW-1  Exhibit B .             e.  “Leased Costs”  shall have the meaning as set forth in the attached  SOW-1 Exhibit  B.             f.  “Operating Parameters” shall have the meaning as set forth in the attached  SOW- 1 Exhibit A .             g.  “Products” or   “Goods” means  primarily  over  the  counter  consumer  packaged  goods which are shipped to, warehoused in, handled, packaged, processed and/or shipped from the  Warehouse that are the subject of the Services, as more fully described in the attached SOW-1 Exhibit  C.             h.  “Renewal Term” any period of time for which the SOW is renewed or extended  beyond the Initial Term.             i.   “Services” means  any  and  all  of  the  services  to  be  performed  by  GEODIS  as  described in this SOW, and as more fully described to in the attached SOW-1 Exhibit A .    STATEMENT OF WORK 1 (Clayton, Indiana)                                                               Page 1     





 






             j.   “Warehouse”  or “Warehouse Facility”  shall mean the warehouse facility, located  at 1716 Innovation Blvd., Clayton, IN, 46118 at which the Services will be performed.  The Parties  acknowledge and agree that GEODIS is still negotiating the lease agreement covering the Warehouse  (the “Lease”).  GEODIS anticipates that the Lease will be executed within the next ten (10) business  days.  GEODIS agrees to continue negotiating the Lease in good faith.  Should the Lease not be  executed, or should the negotiations with the owner of the Warehouse cease for any reason, GEODIS  agrees  that  it  will  pursue  an  alternate  location  of like  kind  and  quality  acceptable  to  CLIENT,  whereupon the MSA, SOW, and associated exhibits will be modified as required to reflect the new  address for the Warehouse (an “ Alternate Warehouse ”).  Upon such event, the Parties will agree to  collaborate  and  negotiate  the  appropriate  amendment  to  the  MSA,  SOW,  and  associated  exhibits  concerning a reasonable adjustment to pricing, deadlines and launch dates to the extent required.  The  Parties agree and acknowledge that deadlines and launch dates are also contingent upon landlord’s  substantial completion of the Warehouse.           2.     STATEMENT OF WORK TERM.        The term of this SOW (“ SOW Term ”) shall  commence on the SOW Effective Date and shall continue for a period of approximately five (5) years  until September 30, 2024 (“ Initial Term ”) unless terminated pursuant to Section 8 of the MSA.  At  least one (1)  year prior to the end of the Initial Term CLIENT will have an option to renew the  Agreement for an additional five (5) year term, provided that the Parties are able to mutually agree on  pricing, scope and other terms.  The Initial Term and any Renewal Term(s) shall be collectively referred  to as the “ SOW Term .”                 3.    EXHIBITS.   The following exhibits (“ Exhibits ”) shall be attached hereto and by  this reference are made a part hereof.        SOW-1 EXHIBIT A – SCOPE SERVICES       SOW-1 EXHIBIT B – RATES       SOW-1 EXHIBIT C – PRODUCT DESCRIPTION       SOW-1 EXHIBIT D – KEY PERFORMANCE INDICATORS      SOW-1 EXHIBIT E – IT STANDARDS              4.     CONDITIONS  TO  “GO-LIVE”.  GEODIS  has  provided  a  comprehensive  timeline of key milestones for integration development and testing for electronic data exchange (EDI)  and the WMS.  Both Parties will use their best efforts to execute the responsibilities and tasks outlined  in the timeline to meet the key milestone dates.  In the event that a key milestone date is not met, the  Parties acknowledge that inbound and outbound go-live dates may be impacted accordingly.                                                                                                                [THE NEXT PAGE IS THE SIGNATURE PAGE]             STATEMENT OF WORK 1 (Clayton, Indiana)                                                               Page 2     





 






   IN WITNESS WHEREOF,      the Parties hereto have executed this SOW as of the date first above  written by their undersigned duly authorized representatives.   Prestige Brands, Inc.                       Geodis Logistics LLC      By: /s/ Ron Lombardi                        By: /s/ Mike Honious    Printed Name: Ronald Lombardi               Printed: Name: Mike Honious    Title: President and CEO                    Title: Chief Operating Officer       STATEMENT OF WORK 1 (Clayton, Indiana)                                                               Page 3     





 






                                                                    GEODIS Confidential                                                                          Execution Copy                                                SOW-1                                            Exhibit A                                        Scope of Services          This Exhibit  A includes:  (i)  a  high-level  overview  of  the  fulfillment and  logistics  solution  to  be  implemented and provided under the Agreement; (ii) key data, information and other operational profiles and  parameters provided by CLIENT upon which the scope of the Services and associated fees and charges were  based  and  agreed  to  (“ Operational  Parameters ”);  (iii)  a  description  of  the  Services  to  be  provided  by  GEODIS;  (iv)  a  list  of  CLIENT  responsibilities,  the  fulfillment  of  which  are  necessary  for  satisfactory  performance of the Services; and (v) a description of the methodology for implementing the Services.                 The term of this SOW shall be as set forth in the Agreement (the “ SOW Term ”).           1.  Overview.          The  logistics  solution  to  be  provided  pursuant  to  the  Agreement  generally  includes  receiving  the  Products)  into  inventory  at  the  Warehouse,  warehousing  the  Products,  and  picking,  packing  and  shipping  Products from the Warehouse in accordance with CLIENT provided instructions.              Inbound shipments will arrive daily via truckload (TL), less than truck load (LTL), and ocean container.  Initial annual inbound are estimated to be no more than [***] cases, with an estimated year over year (YOY)  growth of [***] except for year 3 which is estimated to be [***] and will include an estimated average of [***]  active SKUs, with an estimated maximum of [***]. Hazardous Materials are included in the Products.              After receipt, Products will be stored at the Warehouse, which has a capacity for CLIENT of up to  500,000 square feet in years 1 and 2, and a maximum capacity for CLIENT of 602,073 square feet in years 3  through 5 allocated for the performance of the Services.  The amount of space allocated for Products and  Services may be adjusted upon written agreement of the Parties.       Outbound shipments will be cases and pallets via, TL, LTL, and parcel, primarily in the business to business  channel.  Standard orders received before the cutoff time (established by the Parties from time to time) are  generally  expected  to  be  picked,  packed  and  fulfilled/ship confirmed within a [***] day window based on  scheduled must ship by dates. Average and peak outbound volumes are listed in Section 2.3. [***]     Unless otherwise agreed by the Parties, CLIENT will be responsible for all communications with its customers;  GEODIS will not receive any customer/end-user complaints or service calls.     As used herein the term “Receiving Go-Live ” means the date of first inbound receipt of Product, and term  “Shipping Go-Live ” means the date of first outbound shipment of the Products.  The estimated dates of  Receiving Go-Live and Shipping Go-Live are set forth in Section 5.    With respect to new product acquisitions by CLIENT, CLIENT agrees to use commercially reasonable  efforts to provide GEODIS adequate advance notice of such purchase or acquisition in order to allow  GEODIS the ability to appropriately plan and discuss the new product mix with CLIENT.                                                      Exhibit A – Scope of Services.  Page 1 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy            2.  Operational Parameters.             The Services described in this Exhibit A , and the associated fees and charges outlined in Exhibit B ,  are based upon inbound, outbound, on-hand inventory volume projections, year over year growth estimates  and other data, projections and information provided to GEODIS by or on behalf of CLIENT prior to the  date of the SOW, including, without limitation, the key Operational Parameters set forth herein. Any variance  in the Operational Parameters of [***] (or changes in any other data, projections or information provided by  or on behalf of CLIENT, and/or other changes to the scope of Services) as compared to the year-one baseline  values established as of the date of the SOW may result in additional costs and/or impact timelines, project  plans and performance levels. Any different or additional Services (including, without limitation, any alteration  to the facilities/equipment or level of labor) that may be required as a result of such changes or variances will  be performed or executed only if agreed upon and approved by the Parties in accordance with the procedures  set forth in the MSA.          2.1.  Inbound.  The following table sets forth a summary of the profile of inbound shipments:                    Parameter                               Baseline Value – Year 1                                                            Arrival Mode(s)                                   [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                            Volume                                            [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                             Mix                                               [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                      Exhibit A – Scope of Services.  Page 2 of 13    





 






                                                                 GEODIS Confidential                                                                       Execution Copy                                                       Data Capture/Labeling                          [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]                                                      Returns                                        [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]                                                      Inbound Handling                               [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]                  2.2.  Processing/Put Away/Storage.  The following table sets forth a summary of the profile of Product  storage:             Parameter                               Baseline Value – Year 1       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]       [***]                                   [***]                                                                                                                                   Exhibit A – Scope of Services.  Page 3 of 13                  





 






                                                                    GEODIS Confidential                                                                          Execution Copy      2.3.  Outbound.  The following table sets forth a summary of the profile of outbound shipments:             Parameter                               Baseline Modeled Value – Year 1          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]          [***]                                   [***]                                                            [***]                                   [***]          [***]                                   [***]                                            [***]  [***]                                                      3.     GEODIS  Services.  GEODIS  will  provide  receiving,  warehousing,  distribution  and  mutually  acceptable value-added services to support CLIENT’s business as more fully described below. Operations will  be conducted at the Warehouse using a two-shift, Monday through Friday (excluding holidays), from 07:00  until  00:30  local  time  (“ Operating  Hours ”)  with  options,  as  agreed  by  the  Parties  to  work  overtime  on  Saturdays and/or Sundays.                                                      Exhibit A – Scope of Services.  Page 4 of 13    





 






                                                             GEODIS Confidential                                                                   Execution Copy                   3.1.  Inbound/Receiving.           3.1.1.  General Process.  All inbound Products will be taken through a standard process  that is designed to provide accurate and timely processing of the applicable Product(s). Products will  be received against [POs] provided by CLIENT via electronic data interchange (“ EDI ”). To the extent  required, GEODIS will sort and segregate Products upon arrival as appropriate to separate SKUs.  GEODIS will then check the quantity of cases or pallets, as applicable, against the expected receipt  quantities  and  Product  descriptions.  GEODIS  will  promptly  notify  CLIENT  of  any  identified  discrepancies  or  other  exceptions.  Any  identified  exceptions  will  be  handled  in  accordance  with  mutually acceptable procedures established as part of the implementation phase described below (the  “Implementation Phase ”).           Products received without exception, and Products received with exceptions that are resolved such  that the Products are to be accepted into stock, will be put away as described below.  Products that are  subject to exceptions that are not resolved in a manner such that they are available (e.g., damaged or  return-to-vendor items), and Products that for some other reason are not to be included in available  stock in the WMS (e.g., Products flagged for special handling or requiring hazmat determination) will  be segregated in the Warehouse pending resolution/disposition. GEODIS expects that product will  be  received  in  to  the  Warehouse  on  hold.  When  the  CLIENT communicates, in writing, that the  product is ready to be made available, GEODIS will adjust the inventory according to the item, lot,  and load specification.                 3.1.2.  First Article Inspection (“FAI”).  GEODIS will conduct its standard first article  inspection (“ FAI ”) process for all new Products to capture the missing attributes of the Product for  addition  to  the  Item  Files.  The  FAI  will  include  identification  of  any  special  attributes,  such  as  “hazardous”  classification,  only  as  identified  and  agreed  by  the  Parties  during  the  Implementation  Phase.                        3.1.3.  Labeling/License Plates.   Products received on hold with the intention to make  available in the WMS, will be labeled at the lowest unit of measure (“ UOM ”), with a unique master  license plate (“ LP ”). For example, a single SKU pallet would receive one master LP, but each individual  case  on  that  pallet  would  not.  The  master  LP  will  be  tied  to  SKU  number,  description,  quantity  received, creation date, expiration date, and lot number.                        3.1.4.  Inbound  Inspections.   All inbound shipments will be visually inspected, on  the  exterior only, for mold, mildew, and/or significant damage. Trailers will also be inspected, including  temperature  checks  for  refrigerated  loads.  Any  identified  damage  will  be  handled  as  an  OSD  as  described below.  GEODIS shall maintain a log or other documentation to ensure that 100% of all  inbound shipments have been inspected as required hereunder.                        3.1.5.  Inbound Audits.   One case per lot per load will be audited.  All Shipments will be  audited using this process. The sample size for any audit will be as mutually agreed by the parties from  time-to-time.  The  audits  will  consist  of  validating SKU,  quantity,  quality,  LOT,  and  pallet  configuration. CLIENT may, upon reasonable request, have a representative present for such audits.                                                 Exhibit A – Scope of Services.  Page 5 of 13                  





 






                                                              GEODIS Confidential                                                                    Execution Copy             3.1.6.  Over,  Short  and  Damaged  Product  (“OSD”).    GEODIS  will  promptly  notify   CLIENT of any OSD identified during unloading/receipt by noting it on the applicable delivery receipt  where practicable. The Parties acknowledge, however, that, due to the nature of some of the Product  and/or the manner in which it is packaged/palletized, some OSD issues may not be identified until  after the Product is received and the delivery receipt has been provided to CLIENT, in which case,  GEODIS will notify CLIENT promptly following discovery.  Product that is received as damaged  merchandise will be received in WMS as such and placed into non-allocable (damaged) locations within  the Warehouse. Likewise, for OSD occurring during Warehouse operations, damaged Product will be  adjusted out  of available inventory and will be moved to the  appropriate non-allocable  (damaged)  location(s)  within  the  Warehouse.  GEODIS  may  dispose  of  OSD  Products  in  accordance  with  CLIENT’s disposal and/or destruction requirements and as discussed on a quarterly basis between the  Parties, on an agreed upon interval not to exceed ninety-five (95) days.           3.1.7.  Additional Services.   GEODIS understands that some SKUs will require unboxing   to convert the case to shelf quantity during the receiving process. These conversions will be charged   in accordance with the open book rate structure set forth in Exhibit B . Additional VAS services can  be supported as agreed by the Parties from time-to-time.                       3.2.   Storage and Inventory Management.            3.2.1.  Put Away.   Products that have completed the receiving process and are otherwise  ready for put away will be placed in appropriate storage locations and remain on hold in the WMS until  notified by the CLIENT.  Unless otherwise agreed by the Parties, GEODIS will endeavor to manage  inventory on a FEFO basis. On occasion, an order may require a specific LOT/expiry, and such orders  will  be  charged  in  accordance  with  the  open  book  rate  structure  set  forth  in Exhibit  B .  Product  received with a shorter FEFO than that currently in a pick front, is expected to be held from allocation  until the current pick front is consumed.           In the event CLIENT requires that Products be transferred into the Warehouse ahead of the agreed  upon schedule established during the Implementation Phase, CLIENT acknowledges that GEODIS  may place the Products in the Warehouse at locations that may not be the regular designated locations  for such Products as deemed appropriate by GEODIS, and GEODIS shall have no obligation or  liability  for  inefficiencies  or  other  delays  in  performance  related  to  such  temporary  location.  Such  Products will be moved to the regular locations, at CLIENT’s expense, at a mutually agreeable time  but, in any event, no more than 18 months after Receiving Go-Live.                         3.2.2.  Inventory  Management.   GEODIS  will  implement  and  maintain  its  inventory  management process in an effort to control shrink and damages. GEODIS shall be entitled to a shrink  allowance as described in the MSA. GEODIS will work with CLIENT during the Implementation  Phase to determine any cycle counts and any audits to be performed. Physical inventories or other  audits and cycle counts will be performed on a quarterly basis.  Any additional physical inventories  required by CLIENT will be performed under the open book rate structure set forth in Exhibit B . A  predetermined cycle counting program will be agreed upon by both Parties for the gantry in order to  minimize the downtime for processing orders.                                                  Exhibit A – Scope of Services.  Page 6 of 13                  





 






                                                              GEODIS Confidential                                                                    Execution Copy                          3.2.3.  Additional Services.    QA holds will be communicated in writing by the CLIENT   to GEODIS, and an inspection process may occur. Inventory will be systemically held in its current   locations  until  the  CLIENT  has  determined  next  steps.  During  a  recall,  GEODIS  will  support   CLIENT and perform any additional work as agreed to by the Parties.  This additional work will be   performed under the open book rate structure set forth in Exhibit B .         3.3.  Outbound/Shipping.             3.3.1.  General.  All outbound Products will be taken through GEODIS’s standard process   that  is  designed  to  provide  accurate  and  timely  fulfillment  of  orders.  CLIENT  will  transmit  all   outbound orders to GEODIS in a mutually agreeable format via EDI.  Standard orders received before   the cutoff time established by the Parties from time to time are generally expected to be picked, packed   and shipped within 10-14 days based on scheduled must ship by dates. Orders received after cutoff-  time are expected to be fulfilled/ship confirmed as close to the must ship by dates as capacity will   allow.                  3.3.2.  Order Preparation/Shipping.  Except as otherwise agreed by the Parties, all orders  will be picked at the pallet, layer, and case level and packed/prepared for shipment at the pallet and   case  level.  Once  packed,  outbound  orders  will  be  labeled,  manifested,  staged,  and  scanned  to  the   assigned dock door for shipment via TL, LTL, and Parcel.  The Parties will establish a process to   manage order exceptions.  Any orders or lines that require planned cancelation or “zero shipment” will   be communicated in writing.  CLIENT requested order cancelations or changes after picking, will be   excluded from the KPIs as specified in Exhibit D  and will be performed under the open book rate   structure set forth in Exhibit B              3.3.3.  Special Handling.  Products identified in the Item Master File as requiring special   handing, such as hazmat, batteries, or, retailer specific requirements will be communicated to GEODIS   prior to staging for shipment.                  3.3.4.  Outbound  Audits.   GEODIS will audit 100% of outbound orders for accuracy   through the Product Transfer and Ramp Plan for each of the nine (9) Product waves and will gradually   decrease the percentage of audited volume to 5%.  Pursuant to an audit reduction schedule agreed   upon by the Parties, the Parties will assess quality progress with the goal of reaching a 5% outbound  volume within the first 30 days at the conclusion of the Ramp Plan.  Orders that are audited will be   randomly selected from the pool of available orders for the day.  The sample size for any audit will be   as mutually agreed by the Parties from time-to-time. The audits will consist of validating item count,   SKU accuracy, label placement, etc. by visual and systemic inspections. CLIENT may, upon reasonable   request, have a representative present for such audits.  Notwithstanding the foregoing, at CLIENT’s   request,  GEODIS  will  maintain  a  process  to  flex  audit  percentages  to  meet  the  CLIENT’s   requirements, provided that.  any additional resources required to meet such flex audit percentages   requested will be performed at the request of CLIENT pursuant to the open book rate structure set   forth in Exhibit B.                                                                Exhibit A – Scope of Services.  Page 7 of 13                  





 






                                                                    GEODIS Confidential                                                                          Execution Copy          3.4.  Supplies.  Except to the extent mutually agreed by the Parties, GEODIS will procure and  maintain a reasonably adequate supply of general operating supplies (i.e. labels, tape, blank paper stock, etc.).   CLIENT will be billed for supplies as provided in Exhibit B . CLIENT will be responsible for communicating  to GEODIS any preferred vendors for specialized supplies.                        3.5.   Reports.    GEODIS  will  provide  access  to  system  reports  to  provide  visibility  of  daily  operations metrics. There are a total of forty-one (41) standard reports available to the CLIENT to select for  their business.  During the first six (6) months following Receiving Go-Live, GEODIS will work with CLIENT  to make operational adjustments to reports developed during the startup.  CLIENT will be able to adjust up to  twenty (20) standard reports and develop ten (10) customized reports for free with the understanding that all  data fields are supported by a GEODIS IT system.  All changes requested during the first six (6) months  following Shipping Go-Live and after will adhere to the GEODIS IT Work Request Process.  Requests will be  prioritized and completed based on estimated dates provided by the GEODIS IT team.  After the first six (6)  months following Shipping Go-Live any report requests will be developed based on the IT pricing structure in  Exhibit B except for two (2) additional customized reports that will be provided for free.           3.6.  CHEP Pallets.  To the extent that CHEP pallets are required or used in connection with the  Services, GEODIS will manage pallet inventory in an effort to maintain availability of an appropriate quantity  of CHEP pallets. GEODIS will use CLIENT’s account number for ordering CHEP pallets, and CLIENT shall  be responsible for the cost of procuring and handling all CHEP pallets. CLIENT and GEODIS will complete  a monthly reconciliation of CHEP pallets in accordance with procedures developed during the Implementation  Phase.                        3.7.  Value  Added  Services.   GEODIS  may,  upon  mutual  written  agreement  of  the  Parties,  provide value added services (“ VAS ”) at the request of the CLIENT. VAS will, if agreed upon and approved  by the Parties as to scope and charges, be documented in writing between the Parties (email communication  being sufficient).  To the extent GEODIS is able to deploy existing warehouse labor from the local campus  network to perform in scope VAS services, such services will be performed under the open book rate structure  set forth in Exhibit B .   Anything requiring licensing and lot batch creation is not considered in-scope VAS  services, and will be billed pursuant to a separate rate to be mutually agreed upon by the Parties.                   3.8.  Security.  GEODIS will secure the Warehouse by, among other things: (i) having employees  enter through a single point of entry using GEODIS provided ID cards; (ii) limiting/restricting carrier access  to the Warehouse; (iii) installing and maintaining a monitored intrusion detection system/CCTV system; (iv)  providing a “hotline” for reporting suspicious activity at and around the Warehouse; and (v) provide exterior  guard services. GEODIS will follow industry standard security and risk mitigation practices as outlined  in  Transported Asset Protection Association guidelines.    4.     Integration and Data Exchange .  The Parties acknowledge that the successful execution  of the  Services set forth in this SOW will require the transmission and sharing of data.  To ensure the correct type of  data is being transmitted in an acceptable timeframe, the Parties agree to exchange of data as outlined in the  GEODIS Functional Specification Document (FSD).    5.    Yard  Management .  GEODIS  will  manage  a  secured  yard  and  perform  activities  such  as  trailer  management, inbound inventory, and outbound shipments. A security guard will be on site at all times enabling                                                      Exhibit A – Scope of Services.  Page 8 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy   carriers approved by the Parties to drop trailers during or after Operating Hours. The Parties will agree to  provide specific carriers with a limited number of trailers available to occupy space within the yard for the sole  intent to support the CLIENT’s business.  Carriers will not be allowed to drop trailers at dock doors after  Operating Hours. Any management of refrigerated trailers is considered out of scope as of the Effective Date.    6.    CLIENT Responsibilities.   The Parties acknowledge that satisfactory performance of the Services  is  contingent  upon  CLIENT’s  assistance  and  cooperation.  Accordingly,  in  addition  to  other  CLIENT  responsibilities set forth elsewhere, CLIENT shall have the following responsibilities:                  6.1.  Contact Information.   CLIENT will, from time-to-time, provide an up-to-date contact list  of key business subject matter experts assigned to the team and a dedicated project manager to serve as single  points of contact for the applicable subject matter.                    6.2.  Forecasts.    At  least  [***],  each  at  the  daily  level  to  facilitate  resource  planning.  Without  limiting the foregoing, CLIENT must provide inbound, inventory, and outbound data as needed or requested  by GEODIS to support operations.             6.3.  Electronic Purchase Order.  At least one business day, but in no event less than 24 operating  hours, in advance of each inbound shipment, CLIENT will provide detailed purchase order(s) (“ PO ”) in a  mutually  agreeable  format  via  EDI  that  describes  each  shipment  in  reasonable  detail,  including,  without  limitation,  description  of  each  item,  quantity  of  each item,  and  such  other  information  as  GEODIS  may  reasonably request.                   6.4.  Transportation.    GEODIS  will  handle  the  management  of  all  domestic  inbound  transportation on behalf of the CLIENT.  The CLIENT will handle all international inbound transportation at  its own expense.  CLIENT or its designee must make inbound appointments for each international shipment  with the GEODIS Warehouse at least  one business day, but no less than 24 operating hours, in advance.   Appointments will be available only during normal operating hours..  In the event that a carrier arrives with  malicious intent or with unsafe equipment, GEODIS reserves the right to turn away the load in its commercially  reasonable discretion.  If a load arrives off schedule, GEODIS will use commercially reasonable efforts to  reschedule the load and minimize the impact of operations provided however, that GEODIS shall not be  responsible for detention or demurrage charges. In any event that a load requires turn away or rescheduling,  GEODIS will notify CLIENT of the situation.           6.5.   CLIENT Onsite Personnel.   In the event that the Parties agree that CLIENT’s personnel  will be onsite at the Warehouse at any time, the provisions regarding CLIENT’s indemnification obligations in  the MSA shall apply to such onsite presence of CLIENT’s personnel.            6.6.  Retail Requirements and Gantry Allocation. CLIENT will manage the relationship with  the retail customers and will be responsible for communicating any updates to logistics services. The Parties  will  develop  a  document  “Retailer  Requirements  Matrix”  to  ensure  requirements  for  specific  retailers  are  adhered to in the operation.  The Retailer Requirements Matrix will be subject to change as retailer specific  requirements change.  All requirements captured in the matrix will reference the version or release of the formal  routing guide published by each retailer. CLIENT will be responsible for reviewing and approving the Retailer  Requirements  Matrix  and  communicating  any  exceptions  or  changes  that  are  deviations  from  specific                                                      Exhibit A – Scope of Services.  Page 9 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy   requirements outlined in formal routing guides. The Retailer Requirements Matrix will be used in conjunction  with a gantry allocation document to determine which retailers will be eligible for outbound picking within the  gantry system.  Prior to Receiving Go-Live, the Parties will construct and agree upon a gantry specific ramp  plan. The plan will include retailer specific requirements, and the potential percentage of layer picks estimated  for throughput.            6.7    Chargeback Liability. Upon completion of the Retail Requirements Matrix, to the extent  CLIENT incurs liability for specific performance related errors from its customer (“Compliance Chargebacks”)  and the root cause of such chargeback is due to GEODIS’s error or omission, GEODIS will be liable to  CLIENT subject to the conditions set forth below:              a.  GEODIS shall have one hundred eighty (180) days from the date of Shipping Go-Live to  become  compliant  with  existing  customer  routing  guidelines,  and  any  Compliance  Chargebacks  that  occur  during or relate back to this period shall be the sole responsibility of CLIENT.              b.  CLIENT shall use its best efforts to notify GEODIS as soon as it  has knowledge of the  incurrence of Compliance Chargebacks so that GEODIS may take immediate corrective action.             c.  All claims for Compliance Chargebacks will be provided by CLIENT to GEODIS within  thirty  (30)  days  of  CLIENT  receiving  notice  of  such  Compliance  Chargeback.   Each  claim  shall  include  documentation and detail sufficient for GEODIS to research  the  origin, or root cause of the Compliance  Chargeback.  GEODIS will have thirty (30) days from the receipt of each claim to confirm acceptance or  provide a commercially reasonable reason for declining the acceptance of Compliance Chargeback.  Pending  the resolution of the Compliance Chargeback claim, CLIENT will not offset or withhold payments due to  GEODIS under this Agreement.               d.  In the event that CLIENT gains a new customer with specific customer routing guidelines, or  if the customer routing guidelines change for an existing customer, GEODIS shall have sixty (60) days from  the date of first outbound shipping for any new customer, and sixty (60) days from the receipt of the revised  customer routing guidelines for any existing customer,  to  become  compliant  with  the  new  and/or  revised  customer routing guidelines, and any Compliance Chargebacks that occur during or relate back to this period  shall be the sole responsibility of CLIENT.             e.  The annual maximum amount of GEODIS Chargeback liability to CLIENT will be [***] per  SOW Term year, Compliance Chargebacks that exceed this cap shall be the sole responsibility of CLIENT.   Further, GEODIS shall be afforded a [***] Chargeback Compliance allowance in that GEODIS shall not be  liable for Compliance Chargebacks until such Compliance Chargebacks equal greater than [***] in the aggregate  for each SOW Term year.  Thereafter, GEODIS shall be liable for all Compliance Chargebacks in excess of  [***].               f.  The same exclusions to liability for KPIs set forth in Exhibit D shall apply to this section.             g.  Unless otherwise addressed in the MSA, the following are specific exclusions to GEODIS  Chargebacks, howsoever caused, and will remain the sole-responsibility of the CLIENT:                 (i)    cargo loss or damage claims;                                                      Exhibit A – Scope of Services.  Page 10 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy                (ii)   non-transportation-related non-conformity chargebacks;                 (iii)  delays at the port, or customs clearance delays;                 (iv)   hidden damage or hidden quantity count concerns not reported to GEODIS within                      fifteen (15) days after CLIENT becomes aware of such loss or damage;                (v)    chargebacks related to product or inventory unavailability, unless such Product was                      unavailable for reasons within GEODIS’s reasonable control;                (vi)   chargebacks related to delays in shipment resulting from volume spikes of greater                      than 20% from the Locked Forecast;                (vii)  chargebacks for orders processed through the gantry during the first ninety (90) days                      from gantry go-live;                (viii)  chargebacks for claims greater than 90 days from the delivery date of the Product;                 (ix)   chargebacks  for  items  or  actions  not  captured  within  the  agreed  upon  Retail                      Requirements Matrix;                (x)    with respect to on-time shipping related chargebacks,  GEODIS shall only be liable                      for these chargebacks if GEODIS ships an order after its intended shipping date and                      CLIENT has provided three (3) business days’ notice in advance of the need for such                      shipment.  In the event the forecast materially changes, for example due to a sudden                      customer demand, the Parties shall mutually discuss resolving the forecast change so                      as to mitigate any future chargebacks.       7.     Implementation Phase.  The Parties will work together to implement the solution described in this  Exhibit A as follows:             7.1.  General.   The Parties will initially meet to refine project goals and orient their respective  teams.  During the first 90 days following the Effective Date, GEODIS shall utilize its proprietary program  management process to perform the mutual due diligence necessary to formulate the detailed plan necessary  for the Parties to meet the milestones set forth below (“ Project Plan ”). The Project Plan will address issues  such  as:  schedule,  budget,  resources  to  be  assigned  to  each  task  and  a  go-forward  communication  plan.   CLIENT shall provide all assistance deemed necessary by GEODIS in performing such due diligence and  creating the Project Plan.                   As  the  Project  Plan  is  executed,  initial  standard  operating  procedures  will  be  developed  and  documented.  Additionally,  the  Parties  will  complete:  (i)  systems  configuration  and  testing,  (ii)  facility  preparation, (iii) functional, technical, and operational testing, and (iv) training.  The process for transfer of the  Products from their current facilities into the Warehouse will be a sub-set of the Project Plan, including the  plans for CLIENT to dispose of inactive or obsolete Products.  Once the Project Plan has been executed and  operational steady state is achieved, operation of the solution will transition from the project implementation  team to operations.                                                      Exhibit A – Scope of Services.  Page 11 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy          7.2.  Product Transfer and Ramp Plan.   The Parties have been developing, and will continue to  develop, a detailed product transfer and ramp plan (the “ Product Transfer and Ramp Plan ”) that will govern  (i) the transfer of Product to the Facility, including transfers from a former 3PL provider (“ Transfers ”), (ii)  general inbound receipt of Product from third party vendors (“ Vendor Receipts ”), and (iii) outbound shipping  of Product (“ Outbound Shipping ”) during the Implementation Phase.   This plan will be separate and apart  from the Project Plan.  The Product Transfer and Ramp Plan shall be finalized and agreed to by both Parties  at least twelve (12) weeks prior to the anticipated Receiving Go-Live date as defined herein, and the Product  Transfer and Ramp Plan may be modified from time to time upon mutual agreement of the Parties.      Services performed with respect to Vendor Receipts and Outbound Shipping will be billed as set forth in  Exhibit B .  Services performed with respect to Transfers have not been included as part of CLIENT’s initial  operating budget, and these services will be billed on an open book pricing structure, as further set forth in the  Product Transfer and Ramp Plan.     Any dates and budgets set forth in the Product Transfer and Ramp Plan are intended only as general estimates,  and are contingent upon, among other things: (i) the Parties’ timely acceptance of the finalized Product Transfer  and Ramp Plan, (ii) all systems testing being completed and fully functional, including user acceptance testing  and operational readiness testing, (iii) timely and proper receipt of Transfers and other inbound Product as  outlined in the Product Transfer and Ramp Plan, (iv) completion of 100% inspection upon inbound receiving  and put away, (v) completion of the agreed upon outbound audit ramp down timeline, and (vi) actual inbound  and outbound volumes matching those set forth in the Product Transfer and Ramp Plan.  Should any of the  forgoing not occur, CLIENT understands that any go-live dates and budgets may be impacted accordingly.            7.3.  Milestones.  The milestones set forth below are high-level milestones as of the date of the  MSA  and  SOW  and  are  a  general  estimate  of  the  time  required  to  reach  each  milestone.  The  Parties  acknowledge, however, that such dates are subject to change for a variety of reasons.                       Milestone                Date                    MSA and SOW Execution    [***]                    System Go Live           [***]                    Receiving Go-Live        [***]                    Shipping Go-Live         [***]           7.4.  Communications  Plan.  Project  progress  will  be  reported  during  implementation  using  multiple formats in the intervals outlined below.     Stakeholder       Type           of Frequency     Format          Assigned To                    Communication  Executive Sponsor  Progress Summary  Monthly      Meeting         Project Manager  Project Sponsor   Project Progress  Weekly        Status Report   Project Manager  Project Team      Project Progress  Weekly        Status Report   Project Manager  Project Team      Timeline Progress  Weekly       Meeting / Plan  Project Manager  Project Manager   Task Progress     Weekly        Email           Work stream Owners                                                       Exhibit A – Scope of Services.  Page 12 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy          7.5.  Stakeholders.  The names, roles and responsibilities of the key stakeholders assigned to the  project are as follows:          Name                    Role                        Responsibilities       Rob Riley               GEODIS Start-Up Owner       Project  Steering,  Conflict                                                           Resolution       Kevin Flinn             GEODIS  Senior  Director  of Project  Steering,  Project                               Operations                  Implementation,   Conflict                                                           Resolution        Mary Akhom              GEODIS Project Manager      Project Implementation       Jeff Zerillo             CLIENT Project Champion     Project  Steering,  Conflict                                                           Resolution       Reid Terch              CLIENT Project Manager      Project Implementation     Either Party may change is key stakeholder(s) upon notice to the other Party.                                                      Exhibit A – Scope of Services.  Page 13 of 13    





 






                                                                    GEODIS Confidential                                                                          Execution Copy                                           SOW – 1                                      Exhibit B - Rates                                                       In consideration for the Services, CLIENT shall pay GEODIS the fees and charges (“ Rates ”) set forth  in this SOW 1  – Exhibit B (“ Exhibit B ”). The terms and conditions of the Agreement are incorporated herein  by reference, and defined terms used, but not otherwise defined herein, shall have the meanings assigned to  them in the Agreement or other Exhibits.          The Rates were determined in reliance on the Operational Parameters set forth in SOW 1 - Exhibit A  (“ Exhibit A ”), information set forth in this Exhibit B and the other Exhibits to the SOW, as well as other  data, projections or information provided to GEODIS by or on behalf of CLIENT.  As more specifically  described in Exhibit A, any variances or changes to (i) the Operational Parameters or Forecasts, (ii) any other  data, projections or information provided to GEODIS by or on behalf of CLIENT, or (iii) the scope of Services  from the year one baseline values may result in additional costs or impact timelines and project plans.  Any  different or additional Services (including, without limitation, any alteration to the facilities/equipment or level  of labor) that may be required as a result of such changes will only be executed if agreed upon and approved  by the Parties in accordance with the procedures set forth in the MSA.  1.  Open Book Pricing. CLIENT and GEODIS agree to an open book pricing structure wherein Client     agrees to pay all the expenses for the Services, plus the applicable margin set forth herein.     1.1.  [***]                                      TABLE 1.1.1 – [***]                         G &  A Margin                [***]                         Management Margin            [***]                         Warehouse Labor      $             [***]                         Temporary Labor      $             [***]                         Clerical             $             [***]                         Total Expenses       $             [***]                         G&A Margin           $             [***]                        Management Margin    $             [***]                         Total Total          $             [***]                                            [***]     Once the operation reaches steady state (as mutually determined by the Parties, but no sooner than six (6)     months after Receiving Go-Live), the Parties will begin discussions to develop a fixed/variable rate-based     pricing method to replace the open book pricing structure.  2.  Forecasts and Operating Parameters. CLIENT is responsible for providing and updating Forecasts and     related information in accordance with Exhibit A , which will be used to prepare each year’s operating     budget.  In addition to the Forecasts provided by CLIENT, the operating budgets will be based on the     Operational Parameters set forth in Exhibit A , and other data, information and forecasts provided by     CLIENT from time-to-time. The forecasts and Operational Parameters will be utilized to determine the     required staffing, equipment, space, capital assets, and other items required to meet the CLIENT’s business     needs as set forth in the operating budget.   3.  Initial and Annual Operating Budget .  An initial operating budget has been developed and agreed to by     the Parties to illustrate the charges for the initial transition process (the “ Initial  Operating Budget ”). The                                                                 Exhibit B – Rates.  Page 1 of 9  





 






                                                                 GEODIS Confidential                                                                       Execution Copy   Initial Operating Budget is set forth in Table 3.1 – Initial Operating Budget.  No later than one hundred  twenty (120) days from the Shipping Go-Live date set forth in Exhibit A , GEODIS will prepare and  provide CLIENT with an operating budget for the current remaining fiscal year and remaining years of the  Term. Each year thereafter, within thirty (30) days after receipt of the Annual Forecast from CLIENT,  GEODIS will provide CLIENT a revised operating budget for the remaining years of the Term; provided  that such budget shall only be provided on an annual basis and upon timely receipt of CLIENT’s Annual  Forecast.  The Parties agree that the Initial Operating Budget and annual operating budgets are merely  estimates for planning and informational purposes only and Rates may change in the event that actual costs  of the Services provided are higher than the budgeted sums.                                      [table on next page]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            Exhibit B – Rates.  Page 2 of 9  





 






                                                                                                                                                                                                           GEODIS Confidential                                                                                                                                                                                                                           Execution Copy                                                                                                                                              TABLE 3.1 –[***]                                                                                            [***]                                                             [***]                                                                                                                                                                                    [***]         [***]       [***]        [***]       [***]          [***]             [***]            [***]             [***]             [***]               [***]   [***]  [***]                                                                                                                                                         817,379[***]     817,379[***]    1,115,919 [***]1,115,919 [***]       1,115,919 [***]    4,982,515 [***]  [***]                                                                                                                                                              [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [*** ]            [***]            [***]             [***]             [***]                 [***]                                                                                                                                                                                                                                                        [***]                                                       [***]         [***]              [***]                                                   [***]            [***]             [***]            [***]             [***]             [***]      [***]                                                          [***]          [***]        [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [** *]       [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [***]        [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [***]        [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [*** ]       [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [***]        [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [***]                                                                             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                          [***]          [***]                                                                             [***]            [***]             [***]             [***]            [***]                  [***]   [***]                                                             [***]          [***]                                                                             [***]            [***]             [***]            [***]             [***]                 [***]                                                                                                                                                                                                                                                                        [***]                                                                      [***]   [***]                                                    [***]                [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]   [***]                                                     [***]               [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [** *]           [***]                  [***]   [***]                                                    [***]                [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]   [***]                                                    [***]                [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]   [***]                                                     [***]     [***]                                                      [***]           [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                      [***]           [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                      [***]           [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                      [***]           [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                      [***]           [***]           [***]        [***]        [***]       [***]        [***]             [***]            [***]             [***]             [***]            [***]                  [***]      [***]                                                      [***]           [***]           [***]        [***]        [***]      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[***]           [***]        [***]        [***]       [***]        [***]             [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                         [***]        [***]        [***]       [***]        [* **]            [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                         [***]        [***]        [***]       [***]        [***]             [***]             [***]            [***]             [***]             [***]                 [***] [***]                                                                                                                                                              [***]            [***]             [***]             [***]            [***]                  [***]                                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Page 3 of 9  





 






                                                                    GEODIS Confidential                                                                          Execution Copy     4.  Labor. With respect to labor expenses, GEODIS has used agreed upon labor productivity standards to     complete  the  direct  labor  portion  of  the  Initial  Operating  Budget,  and  agreed  upon  standards  to  staff     indirect labor, supervisors and management. Actual labor costs will be calculated as described below.       4.1.  Hourly Labor (Direct and Indirect). Actual wages paid to GEODIS hourly employees to provide         the Services including overtime, PTO, and holidays, plus Margin.         4.1.1.  Overtime . Any overtime hours will be invoiced at the wages described above and multiplied by             1.5, plus Margin.     4.2.  Salary  Labor.  CLIENT  will  pay  actual  salaries,  plus  Margin,  for  GEODIS  salaried  employees         assigned to support the Services.     4.3.  Temporary  Labor.  GEODIS  will  use  temporary  agencies  at  its  discretion  to  properly  staff  the         operation.  Temporary labor costs will be calculated as: Actual temporary agency employee wages         including the temporary agencies’ markup, plus Margin.     4.4.  Benefits.  A benefits cost will be applied to all GEODIS Salary Labor and Hourly Labor at a [***].          The benefits rate will not be applied to Temporary Labor and shall only apply to those individuals         supporting the CLIENT account.  5.  Assets.      5.1.  Capital Assets. The Parties agree and acknowledge that certain operating assets are needed to support         the Services in Year 1 set forth in Exhibit A, these assets include, [***] (the “ Capital Assets ”).  For         CLIENT’s use of the Capital Assets, an asset usage fee will be charged to CLIENT each month during         the Term (“ Asset Usage Fee ”). [***].  GEODIS will begin billing CLIENT the Asset Usage fee         during the month of Receiving Go-Live, on or about October 1, 2019. [***].  The breakdown of such         assets is set forth in Table 5.1.1 (the “ Capital Assets ”).                                TABLE 5.1.1 – CAPTIAL ASSETS                                                                         Total Assets                       Y1                          [***]                                [***]                          [***]                                [***]                          [***]                                [***]                          [***]                                [***]                          [***]                                [***]                          [***]                                [***]                          [***]                                [***]                         [***]                                [***]                    If  the  actual  cost  of  Capital  Assets  procured  in  Year  1  varies  from  the  total  amount  above  or         installation timeline changes, the Asset Usage Fee will be adjusted accordingly; provided, however, if         GEODIS  foresees  that  the  actual  cost  of  Capital  Assets procured in Year 1 will be higher when         compared to the amounts set forth above, GEODIS will notify CLIENT, and the Parties will mutually         determine any proposed modifications or alternatives to refrain from increasing the total price above.                                                                           Exhibit B – Rates.  Page 4 of 9  





 






                                                                    GEODIS Confidential                                                                          Execution Copy          It is the intention of the Parties that additional Capital Assets will be procured during the term of the         agreement as the operation expands. Accordingly, the asset usage fee will be adjusted based on the         additional assets cost.                  For avoidance of doubt, the payment of Asset Usage Fees, including any Termination or Expiration         Amounts related thereto as set forth in the MSA, does not convey title or ownership of any such         assets to CLIENT, and title shall remain with GEODIS.           6.  Storage.  Beginning on July 1, 2019, CLIENT will be invoiced a monthly fee of  [***], for storage (the     “Storage Rate ”) for the three months prior to Go Live Receiving and through Year 1 of this SOW-1     pursuant to the invoicing terms of this Exhibit B .  For Year 2 through the SOW Term, CLIENT will be     charged the monthly fees set forth in Table 6.1.   Year 1’s monthly Storage Rate is calculated based upon     CLIENT’s occupation of 500,000 square feet in the Warehouse at a rate of [***] per square foot, plus     Margin.  Starting in Year 3, CLIENT will occupy 602,073 square feet in the Warehouse. The space rate and     monthly fee is summarized in the table below.                          TABLE 6.1 – STORAGE MONTHLY FEE                                       Y1        Y2       Y3       Y4       Y5          [***]                         [***]    [***]    [***]    [***]    [***]          [***]                         [***]    [***]    [***]    [***]    [***]          [***]                         [***]    [***]    [***]    [***]    [***]        The Storage Rate shall be charged regardless of actual space occupied by CLIENT; should CLIENT wish     to occupy a greater square footage space, then subject to availability and agreement by GEODIS, such     space shall be charged at the same square foot rate noted above.  7.  Other Charges / Assessorial.     7.1.  Equipment.   Separate and apart the assets defined in Section 6, GEODIS may enter into leases and         short-term  rental  agreements  for  warehouse  equipment  and  IT  system  equipment  to  support         provision  of  the  Services  (see  “ Initial  Operating  Budget”).   This  equipment  includes  without         limitation: reach truck, order picker, double pallet jack, dock stocker, scrubber, yard jockey, RF guns,         Laptops and IPADs, etc. These equipment leases and rentals will be invoiced to CLIENT at cost plus         Margin pursuant to the invoicing terms of this Exhibit B .     7.2.  System Order Charges.   IT systems costs associated with warehouse and labor management will be         invoiced to CLIENT at the cost set force in Table 7.2.1 (the “ Synapse Order Charge ”), plus Margin,         pursuant to the invoicing terms of this Exhibit B .                         TABLE 7.2.1 – SYNAPSE ORDER CHARGE                                             Y1       Y2      Y3      Y4       Y5           Order Volume                      [***]    [***]    [***]   [***]   [***]           [***]                             [***]    [***]    [***]   [***]   [***]                   The order charge in Table 7.2.1 is an estimate only.  The rate will be adjusted based on the actual         volume.       7.3.  Supplies.  Supplies are not included in the Initial Operating Budget and Operating Budgets prepared         thereafter.  CLIENT will present a purchase order (“PO ”) to GEODIS to purchase supplies for the         Services utilizing, GEODIS’ vendors and suppliers where applicable, the PO will be paid directly by         CLIENT for such supplies.  Should CLIENT elect for GEODIS to purchase supplies on its behalf         outside of the PO process set forth herein, these costs will be billed as a Miscellaneous Cost pursuant         to Section 7.4 below.                                                                 Exhibit B – Rates.  Page 5 of 9  





 






                                                                    GEODIS Confidential                                                                          Execution Copy      7.4.  Miscellaneous  Cost:   Miscellaneous  cost  included  in  the  Initial  Operating  Budget  and  Operating         Budgets prepared thereafter or related to facility startups such as fire extinguishers, floor mats, rack         labels, signage, etc. will be invoiced to CLIENT at the cost-plus Margin, pursuant to the invoicing         terms of this Exhibit B .     7.5.  Assessorial Charges.   GEODIS reserves the right to invoice CLIENT for any work to be performed         due to a variance in the Operating Parameters, work outside of the forecasted volumes, or additional         work done at the specific request of the CLIENT that falls outside of the standard scope of Services         as set forth in Exhibit A (the “ Assessorial Charges ”).  A Margin will not be applied to Accessorial         Charges, and such charges are not included in the Initial Operating Budget and Operating Budgets         prepared thereafter.  During the open book period, IT support, including but not limited to changes         to or newly requested reports, Labels and ASNs specified in Exhibit A, and any CLIENT’s WMS         enhancements, [***].  Once both Parties agree to a Fixed Variable pricing structure, an Assessorial         Charges table will be added for labor and equipment usage that are not included in the standard Fixed         Variable pricing.   8.  Initial Expenses.  The initial expenses related to the start-up of the solution described in Exhibit A for     CLIENT by GEODIS are broken down into professional services charges (“ Professional Service Fees ”),     systems implementation costs (“ IT Costs ”), and training, travel and other charges (“ Onboarding Costs ”,     collectively with Professional Services, and IT Costs, “ Initial Expenses ”), which are as follows:     8.1.  Professional Service Fees.  Professional Service Fees will be [***] which includes travel costs and         professional expenses. GEODIS shall provide a one-time investment (“ Start-up Investment ”) of         the full balance of Professional Service Fee.  In the event of termination prior to the expiration date         of this agreement, the CLIENT shall repay GEODIS the Start-up Investment  pursuant to Section         9 “ Termination or Expiration ”.      8.2.  IT Costs.   IT Costs will be [***] and shall be payable pursuant to the following schedule:                                SCHEDULE 8.2 – IT COSTS                       Jun-19   Jul-19 Aug-19   Sep-19  Oct-19  Nov-19   Dec-19   Total              [***]    [***]    [***]  [***]    [***]   [***]   [***]    [***]    [***]      8.3.  Onboarding Costs.  Onboarding Costs are estimated to be approximately [***], and will be billed as         incurred starting on July 1 st , 2019.  If Onboarding Costs exceed the estimated amount, GEODIS will         notify CLIENT and use commercially reasonable efforts to control such Onboarding Costs.  9.  Termination or Expiration.   This section is intended for references purposes only to determine what     amount of asset usage fee costs and operating lease costs (i.e., racking and gantry) (“ Asset Costs ”), and     Start-up Investment (defined below), if any, are due by CLIENT to GEODIS in the event that Section 8.C     of the MSA(Obligations Following Termination) is triggered (i.e., a CLIENT Termination for Convenience     or  a  GEODIS  Termination  for  Cause),  or  upon  the  expiration  of  the  SOW  Term  per  Section  8.D     (Expiration  of  Term).   The  amounts  listed  herein  are not  intended  to  be  exhaustive;  the  terms  and     conditions of the MSA will govern the total amount of Termination and Expiration Amounts due.          9.1.  Asset  Costs.  CLIENT will reimburse GEODIS for the Asset Costs pursuant  to  the  following         termination and expiration schedule.  The Termination Amount shall equal the respective Remaining         Term’s Termination Amount, i.e., if Agreement is terminated with five months remaining to the Term,         Client’s  Asset  Cost  payment  obligation  shall  equal  the  below  Remaining  Term  5’s  Termination         Amount.                         TABLE 9.1–ASSET COSTS TERMINATION SCHEDULE                                                                  Exhibit B – Rates.  Page 6 of 9  





 






                                                                 GEODIS Confidential                                                                       Execution Copy          Remaining Termination  Remaining   Termination  Remaining  Termination           Term      Amount        Term      Amount        Term       Amount          [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [** *]          [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]           [***]           [***]   [***]           [***]   [***]           [***]                                                           [***]           [***]                                                           GEODIS shall notify CLIENT upon determining in good faith that additional Asset Costs may be      required,  whereupon  GEODIS  and  CLIENT  shall  mutually  agree  upon  the  necessity  for  such      additional Asset Costs.  Should additional Asset Costs be incurred during the Term of the Agreement,      following the mutual agreement of the Parties, the amounts above shall be adjusted accordingly for      Termination/Expiration  Amount  purposes.   With  respect  to  any  operating  leases,  the  above      termination amount is exclusive of any additional buy-out amounts remaining under such leases.  9.2.  Start-up Investment.  GEODIS incurred certain costs and expenses related to start-up that it chose      not to invoice to CLIENT (“ Start-up Investment ”).  CLIENT will reimburse GEODIS for the      Start-up Investment pursuant to the following termination and expiration schedule.  The Termination      Amount  shall  equal  the  respective  Remaining  Term’s  Termination  Amount,  i.e.,  if  SOW  1  is      terminated with five months remaining to the Term, CLIENT’s Start-up Investment reimbursement      obligation shall equal the below Remaining Term 5’s Termination Amount.                                                                                    [table on next page]                                                                                                                              Exhibit B – Rates.  Page 7 of 9  





 






                                                                    GEODIS Confidential                                                                          Execution Copy                 TABLE 9.2 – STARTUP INVESTMENT TERMINATION SCHEDULE              Remaining   Termination  Remaining  Termination  Remaining  Termination                 Term      Amount        Term      Amount        Term       Amount                [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                 [***]       [***]       [***]       [***]       [***]           [***]                                                                 [***]           [***]                                                    10.  Invoicing Terms     10.1.  Advance  Monthly  Invoices.   At  the  beginning  of  each  calendar  month,  GEODIS  will  invoice         CLIENT for Salary Labor and Benefits, Capital Assets, Storage, and Initial Expenses.      10.2.  Weekly Invoices.  At the beginning of each week, GEODIS will invoice CLIENT for Hourly Labor         (Direct and Indirect) and Benefits, Temporary Labor, and Assessorial Charges incurred in the prior         week.     10.3.  Ending Monthly Invoices.  At the end of each calendar month, GEODIS will invoice CLIENT for         Equipment & IT Systems Equipment, System Order Charges, Miscellaneous, and any amount(s) due         but not otherwise invoiced and incurred in the prior month.              CLIENT will pay each invoice as provided in the MSA Section 5.G (Invoices and Payment Terms).       11.  Gain Sharing and Cost Reduction Commitment.  The Parties will work together in good faith to develop a program to continuously improve operations and  reduce CLIENT’s overall costs.  No sooner than one year following Shipping Go-Live date, the Parties will  agree upon and implement a cost reduction program (“Cost Reduction Program”) to reduce certain variable  costs to CLIENT during the SOW Term.  The Parties will  jointly  identify  and  select  the  Cost  Reduction  Program initiatives and continuous improvement projects that will be pursued.  The Parties will agree how each  initiative will be measured prior to beginning the Cost Reduction Program.  Progress of the Cost Reduction  Program  will  be  reviewed  during  monthly  alignment  calls.   Should  additional  capital  investment  or  new                                                                Exhibit B – Rates.  Page 8 of 9  





 






                                                                    GEODIS Confidential                                                                          Execution Copy   technologies help support the Cost Reduction Program, a detailed project description and proposal will be  presented to CLIENT before such opportunity is pursued.  The Cost Reduction Program will include a gain share element for GEODIS to be compensated a certain  percentage of CLIENT’s realized savings.  The specific percentage gain share allocation will be agreed upon by  the Parties in their development of the Cost Reduction Program.  Savings for Cost Reduction Program projects  will be tracked and reviewed monthly and reported during the quarterly business review.     This Cost Reduction  Program will be developed in a separate amendment to this SOW.                                                                              Exhibit B – Rates.  Page 9 of 9  





 






                                                                    GEODIS Confidential                                                                          Execution Copy                                                                                                                                                 SOW-1                                            Exhibit C                            Product Description and Specifications          The Products are described in this Exhibit C .  The Products to be stored are generally described as  over-the-counter (OTC) consumer health goods. Examples of Products can be found at the following URL:  https://www.prestigebrands.com/.           CLIENT will provide to GEODIS an electronic file of records relating to the Products, including,  without  limitation,  a  complete  listing  of  all  Products,  and  attributes  such  as  product  weight,  dimensions,  hazardous classification, and any other attributes as may be requested by GEODIS (the “ Item Master File ”).   Without limiting the foregoing, the Item Master File must include each of the following data elements:             •  SKU/UPC     •  Description     •  Base UOM     •  Size dimension     •  Size     •  Weight     •  Cube     •  Hazardous material contained (Yes or No)     •  Temperature control requirements (Yes or No)     •  LOT Code if Required     •  Expire Date if Required     •  Country of Origin      •  Category     •  Sub-category     •  Class (available on the NMFC)     •  Sub-class (available on the NMFC)     •  National Motor Freight Classification (NMFC)     •  Harmonized Tariff Classification Number     •  Declaration of value for customs and tax purposes    Additionally, CLIENT must provide a complete unit of measure table that sets forth information relevant to  the unit of measure of the Products as it may be packaged, including, without limitation, eaches, inner packs,  cases, pallets, layers, any separate SKUs or UPCs for different units of measure (“ Unit of Measure Table ”  collectively with the Item Master File, the “Item Files ”).    CLIENT must provide complete, up-to-date, Item Files in connection with GEODIS’ solution due diligence  and  design  processes,  or  as  otherwise  requested  by GEODIS from time-to-time. The Item Files must be  accompanied (to the extent not otherwise provided) by all supporting documentation necessary or appropriate  for the safe and legal handing of the Products, including, without limitation, safety data sheets and such other                                Exhibit C – Product Description and Specifications.  Page 1 of 2    





 






                                                                    GEODIS Confidential                                                                          Execution Copy                                                                                            documentation  as  GEODIS  may  reasonably  request.  The Item Files will be used to assist in planning for  appropriate handling and storage of Products. Additionally, CLIENT must provide updated Item Files prior to  the initial receipt of Products into the Warehouse. Further, on an on-going basis through the term of this  Agreement, CLIENT will also provide GEODIS any updates in the event of any change to the data in the Item  Files or as otherwise requested by GEODIS. Updates must be received by GEODIS reasonably in advance of  the receipt at the Warehouse of any Product impacted by a change or update. All versions of the Item Files,  and all updates, must be provided by CLIENT in an electronic format reasonably acceptable to GEODIS.       CLIENT will be responsible for any incomplete or erroneous information in the Item Files, and GEODIS shall  have no liability therefor. Further, unless otherwise agreed by the Parties, GEODIS shall not be responsible  for identifying or verifying any attribute that is not correctly and completely set forth in such files or to perform  any change in scope of Services that might result from a change in either Item File (e.g., change in expected  hazmat  classification  or  material  change  in  dimensions). Notwithstanding  the  foregoing,  GEODIS  may,  segregate and hold any Product(s), without liability, that GEODIS reasonably suspects may be subject to any  special handling requirements that are not correctly identified in the Item Files.  CLIENT represents that the  Item Files will not include any Products containing cannabidiol or tetrahydrocannabinol, these products are  currently out of scope for the provision of Services.                                        Exhibit C – Product Description and Specifications.  Page 2 of 2    





 






                                                                           GEODIS Confidential                                                                                  Execution Copy                                                                                                                                                    SOW-1                                             Exhibit D    This Exhibit D sets forth the key performance indicators for the Services (“Key Performance Indicators ” or “ KPIs ”).            Except as expressly noted below, KPIs will be tracked and reported through the WMS reporting functionality on a   monthly basis commencing with the first full calendar month after the 90 th  day after the Go-Live Shipping Date (as  defined in Exhibit A ).                                                                                  Target    KPI          Target        Description/Calculation                                                                               Tolerance                               Description: Time between units docked and units                               stocked.  "Docked" is the time that units are reflected in                               the WMS as load arrival.  "Stocked" is the time that units                               are reflected in the WMS as license plate putaway.  The                               target is 24 hours excluding the hours of non-working                               days.  Dock to Stock will be calculated monthly based on                               docked time.                                   Dock     to                Calculation: (units stocked within 24 hours of docked                 24 Hours                                                      [***]    Stock                      time/total units docked)*100%.                                                              Notes: Excluded from calculation are any shipments or                               Products that are held due to specific/special disposition,                               VAS requirement, first article inspection, items not in the                               item master, damage, or other reasons outside of                               GEODIS' control.  Also excluded from the calculation                               are shipments in excess of Locked Forecast volumes or                               arriving outside of the scheduled appointment window.                               Description: Accuracy of inventory, in units, reflected in                               the WMS as compared to the measured result of a series                               of cycle counts.  Accuracy will be calculated as the net                               variance between the counted quantity and the expected                               quantity in the WMS, divided by total inventory                               expected.  Inventory Accuracy will be calculated on a [***]    Inventory                 Zero Errors   monthly basis.                                      Accuracy                                                                               [***]                               Calculation: (1-(net variance/total inventory                               expected))*100%                                                              Example: The total inventory expected is 1 million units                               and the WMS reflects 5,000 units over and 7,000 units                                                                       Exhibit D – KPIs.  Page 1 of 3     





 






                                                                         GEODIS Confidential                                                                                Execution Copy                                                                                                                           short, resulting in a net variance of 2,000.  (1-                            (2,000/1,000,000))*100% = 99.8% accuracy.                                                          Notes: Excluded from calculation are any inventory                             variances outside of GEODIS' control.                             Description: Percentage of audited units picked without                             error in the WMS calculated on a monthly basis.                                                                                                            Picking                    Calculation: (1 - (mis-picked units/total units               Zero Errors                                                     Accuracy                   audited))*100%.                                                                             [***]                                                           Example: GEODIS audits 5,000 picked units and there                             are five errors reported : (1 - 5/5000)*100% = 99.9%.                              Description: Orders shipped without error (i.e., packed                             with correct SKU(s) and quantity).                                                          Calculation: (1 - (shipped orders confirmed as having an                             error/total shipped orders))*100%  Shipping               Zero Errors                                                   [***]  Accuracy                             Notes: GEODIS will be allowed to complete research to                             validate errors prior to inclusion in final calculation of                             KPI.  Reports for this KPI may be delayed pending                             completion of such research.  CLIENT error claims                             must be reported within 30 days from receipt of delivery.                             Description: Standard LTL, Truckload and Parcel orders                             imported into the WMS at least 72 hours prior to the                             Must Ship By Date that are "shipped" status in the WMS                             on or before the Must Ship By Date.  Standard On Time                             Shipping will be calculated monthly based on order                             shipped date.  Hours of non-working days are excluded                             from this calculation                               Standard               On  or  before Calculation: (sum of Standard LTL, Truckload and Parcel  Outbound               the  Must  Ship orders imported into the WMS at least 72 hours prior to [***]  On     Time               By Date       the Must Ship By Date and shipped on or before the  Shipping                             Must Ship By Date / sum of Standard LTL, Truckload                             and Parcel orders imported into the WMS at least 72                             hours prior to the Must Ship By Date)*100%.                                                          Notes: The Must Ship By Date will be assigned by the                             TMS and will be a permanent field within the                             WMS.  Excluded from this calculation are any orders in                             excess of Locked Forecast, orders received that have                                                                     Exhibit D – KPIs.  Page 2 of 3               





 






                                                                           GEODIS Confidential                                                                                  Execution Copy                                                                                                                               items with no inventory, carrier missed appointments, or                               other reasons outside of GEODIS' control.                                                                                                                    In the event that GEODIS fails to meet a monthly KPI Target Tolerance, GEODIS shall present a corrective action   plan to CLIENT to discuss the root cause for the failure, steps GEODIS or CLIENT should take to cure the failure in  the immediate or near immediate future, and steps GEODIS or CLIENT should take which are designed to prevent  the reoccurrence of such failure during the remainder of the Term.  Any resulting changes to the scope of Services or  related processes will be implemented only as may be agreed to by the Parties.    In the event that GEODIS fails to meet the same monthly KPI Target Tolerance for six (6) consecutive months,  GEODIS shall present a final corrective action plan within ten (10) days of the last failure.  Such corrective action plan  must be agreed to by both CLIENT and GEODIS, acting reasonably, and shall contain a reasonable timeframe upon  which GEODIS must cure the miss (or within which CLIENT must waive or, upon the Parties’ mutual agreement,  modify such KPI).  If GEODIS fails to cure the KPI pursuant to the terms of such final corrective action plan, then  CLIENT may exercise its right to terminate for cause.  This cure period may be extended by the CLIENT without  waiving any of it rights under this provision.  Notwithstanding  the  forgoing,  a  six  month  consecutive  miss  of  the  Inventory Accuracy KPI will not in and of itself trigger a breach of the agreement if the CLIENT has otherwise been  financially compensated by GEODIS for such product loss, subject to the shrink allowance.      The Parties agree that GEODIS shall have no obligation or liability with respect to failing to meet any KPI Target  Tolerance, or otherwise, to the extent such failure is caused by: (i) CLIENT, or its employees, contractors, agents, or  carriers,  including,  without  limitation,  any  breach  of  CLIENT’s  representations,  warranties,  covenants  or  other  obligations; (ii) an alteration, change or variance to the scope, Operational Parameters, Forecasts or other information  or data provided by or on behalf of CLIENT as more fully set forth in Section 2 (“Operational Parameters”) of Exhibit   A,  (iii)  conditions  that  could  not  reasonably  have  been  expected  by  GEODIS  given  the  information  provided  by   CLIENT; (iv) a Force Majeure event or delay caused by a third party, or (v) a failure attributable to the gantry system  which was beyond GEODIS’s reasonable control.      The Parties agree to review KPI performance on a quarterly basis.  If a significant business event or change in Services   drives the need to alter a KPI, then the Parties will seek agreement of the new metric and amend this Exhibit where   appropriate.  With respect to orders processed through the gantry system (anticipated 2020), KPIs surrounding those   orders will be tracked and reported ninety (90) days post go-live of the gantry system.                                                                                 Exhibit D – KPIs.  Page 3 of 3     





 






                                                                           GEODIS Confidential                                                                                  Execution Copy                                                                                                                                               SOW-1                                             Exhibit E                                            IT Standards             This Exhibit E  includes descriptions of: (i) the IT support provided by GEODIS, (ii) GEODIS’s systems availability   and service response standards; and (iii) the IT integrity measures taken by GEODIS.           I.     System Support.    GEODIS will provide system support services and telephone support during as more fully described in this Section 1.               A.  General Support Services.          GEODIS will provide system and application support for GEODIS systems during the term of the SOW through      qualified staff in an effort to address any CLIENT reported problems or issues. Such support will include, and is      limited to:                •  Responding to support requests      •  Taking appropriate action in the allotted time as determined by severity level (described below)      •  Diagnosing and analyzing the problem / issue      •  Communicating a resolution if one is already available      •  Working  with  CLIENT  to  gather  information  necessary to  resolve  the  problem  if  a  resolution  is  not         immediately known      •  Managing the escalation process  in an effort to ensure timely resolution      •  Monitoring the progress of each support request to a successful conclusion      •  Billable CLIENTCLIENT requests for unique and/or custom features and functionality (billable to CLIENT         at the applicable rate).                                                                                                              Exhibit E – IT Standards.  Page 1 of 7     





 






                                                                           GEODIS Confidential                                                                                  Execution Copy                                                                                                       B.  Telephone Support Services.          GEODIS  staff  will  provide  telephone  support  for  appropriately  qualified  CLIENT  personnel  to  report  and      diagnose problems. Such telephone support will include and is limited to:               •  Providing  contact  phone  number  and  email  address  for  local  customer  service  representative,  operations         supervisor, or field IT representative.       •  Logging and tracking of all support requests requiring direct interaction from GEODIS’s IT group       •  Prioritizing support requests based on a set of predefined severity levels which are assigned according to the         impact on CLIENT’s business      •  All IT support tickets are opened by GEODIS operational employees and as severity level dictates, GEODIS         IT may interact directly with CLIENT               C.  Support Hours                Standard phone support will be available to CLIENT during normal local warehouse operation hours. Additional      resources are available via GEODIS’s on-call processes based on severity of incident.            II.   System Availability.      GEOIDS information technology solutions will be available concurrently at least 99.0% for the first ninety (90) days   after the facility go live date. As of the ninety-first day of go live the GEODIS integration layer (uEDI) and WMS system  will be fully operational and available concurrently at least 99.5%, excluding planned downtime for maintenance, of the   time,  24  hours/day,  7  days/week,  365  days/year  measured  on  a  rolling  three  month  time  frame  (“ Application  Availability ”). This target availability has been selected and implemented to support GEODIS warehouse operations   and related target warehouse performance levels. However, uptime statistics are for information purposes only and are   not part of any warehouse performance measurements; and failure to meet this level of availability does not, in and of   itself, constitute a breach event.          A.  Severity Levels.         GEODIS personnel will assign one of the severity levels described to any identified problem or issue. The severity      level assigned may be changed by GEODIS as additional information is discovered or partial solutions are identified      and/or  implemented.              1.     Severity Level 1.            A Severity Level 1 issue is one where the production use of the solution has stopped, or application performance         has been so severely impacted that the work cannot reasonably continue. Examples of Severity Level 1 could         include, but is not necessarily limited to:                      •  WMS errors not allowing operations personnel to complete essential job functions         •  The data integration stream into or out of the GEODIS system and CLIENT’s system is not functioning             or is corrupting data.                                                                      Exhibit E – IT Standards.  Page 2 of 7     





 






                                                                          GEODIS Confidential                                                                                 Execution Copy                                                                                                                2.     Severity Level 2                    A Severity Level 2 issue is one where production use of the solution is continuing but there is a serious impact        on productivity or operational service levels. Examples of Severity Level 2 may include, but is not necessarily        limited to:                    •   Near ‐real time data is stale and not updating in a timely fashion causing a substantial work slowdown.        •  An issue is causing inaccurate data transfers between GEODIS and CLIENT that requires workarounds           or manual data entry or corrections.        •  Greater than 50% of users are consistently unable to access the GEODIS system.                3.     Severity Level 3                      A Severity Level 3 issue is one where important features are unavailable but a work around is available, or less        significant features are unavailable with no reasonable workaround. Examples of Severity Level 3 could include,        but are not necessarily limited to:                   •  Less than approximately 30% of the site’s users experience periodic errors.        •  A small number of reports or views are slow during normal operating hours.                4.     Severity Level  4                    A  Severity  Level  4  issue  includes  requests  for  information  (how  to),  enhancements  or  documentation        clarification regarding the solution, but there is no material impact on daily operations of the solution; the        implementation or production use of the system is continuing and there is no work being impeded at the time.        Examples of Severity Level 4 issues include, but are not necessarily limited to:                       •  An application message or email notification is misspelled.        •  A formatting change request.                 B.  Response Efforts.                 GEODIS will endeavor to respond to reported problems or issues depending on its assigned Severity Level as     described in the following table:              Severity                                                       Level       Initial Response  Communication                  Resolution      (1) – One  15 minutes by email ●   Every 30 minutes by email or ●   Action/resolution as soon as              and/or phone.     phone; or as agreed upon verbally by reasonably possible.                                the parties at the time.        ●      Agreed  upon   sustainable                                                                work around or severity level reduced                                                                to level 4.                                                                       Exhibit E – IT Standards.  Page 3 of 7    





 






                                                                           GEODIS Confidential                                                                                  Execution Copy                                                                                                     (2) – Two  1  hour  by  email ●    Every  2  hours  by  email  or ● Target  resolution  within  1               and/or phone.     phone                           business day                                                                 ●      Agreed  upon   sustainable                                                                 work around or severity level reduced                                                                 to level 4     (3) - Three  2  hours  by  email ● Incident  tracked  via  Incident ● Target  resolution  within  2               and/or phone.     ticketing system.               business days                                 ●     Status  updates  supplied  in ●  Agreed  upon   sustainable                                 ticket info.        work around or severity level reduced                                                                 to level 4     (4) – Four  2  business  days  by ● Incident  tracked  via  Incident ● Work  during  business  hours               email and/or phone  ticketing system.             until resolved.   Target resolution or                                                                 estimate  of cost to resolve within 10                                                                 business days.  If solution falls outside                                                                 of  GEODIS  applications,  provide                                                                 CLIENT a written estimate or advice                                                                 to resolve within 5 business days.                                                                 ●      Solution may be implemented                                                                 in future code releases or maintenance                                                                 windows.                                                                  ●      GEODIS  reserves  the  right                                                                 to deny implementation of Severity 4                                                                 solutions      III.  System Integrity.    GEODIS will implement the following system integrity measures for the GEODIS systems used at the Warehouse in   connection with CLIENT’s business.         A.  Security      GEODIS will implement and maintain commercially reasonable information systems for electronic and other media      that are reasonably suitable to protect the security of CLIENT’s information, and to comply with the Agreement,      including without limitation, network, host, web, and data security.         GEODIS will maintain commercially reasonable security precautions consistent with industry standards to identify      and respond to any significant Security Incident. Furthermore, GEODIS will identify in writing and make available,      upon request, to CLIENT the system security standards and documented processes used to reasonably secure      GEODIS’s systems.         GEODIS will monitor for and be alerted of any Security Incident via email or other automated means on the basis      of 24 hours per day by 7 days per week by 365 days per year.         Once a year GEODIS shall conduct or arrange for vulnerability assessment and penetration testing of security      processes  and  procedures,  in  an  effort  to  identify  potential  Security  vulnerabilities.  GEODIS  shall  select  an      independent, qualified vendor to conduct the testing.                                                                       Exhibit E – IT Standards.  Page 4 of 7     





 






                                                                       GEODIS Confidential                                                                              Execution Copy                                                                                                            GEODIS shall develop and maintain a documented process for installation and maintenance of Malicious Code  protection software for all computer systems used in support of CLIENT’s business. Such process shall include:       •  Active virus detection software installed  •  Automated processes to apply latest virus definitions to all computer systems       GEODIS and CLIENT will work together to develop a documented agreed upon connectivity solution between  GEODIS, CLIENT, and/or vendors of either Party.                B.  Backup Frequency and Data Retention.                    GEODIS will perform the following backup schedule and data retentions.  •  Daily differential backups         o  Frequency: 6 days a week         o  Onsite disk retention: 7 weeks         o  Offsite tape retention: 7 years  •  Full backups         o  Frequency: 1 per week         o  Onsite disk retention: 7 weeks         o  Offsite tape retention: 7 years  •  Monthly backups         o  Frequency: Replaces 1 full backup per month         o  Onsite disk retention: 7 weeks         o  Offsite tape retention: 7 years               C.  System Monitoring and Alerting                GEODIS will use a commercially available enterprise monitoring solution to monitor and alert on the health and  performance of GEODIS’s systems. GEODIS will strive to identify issues early to mitigate operational impact but  does not guarantee that all issues will be identified in advance. Monitors that meet or exceed GEODIS defined  thresholds will generate alerts to IT staff for proactive investigation and resolution. This monitoring will include:       •  System resources         o  CPU usage         o  Memory usage         o  Disk space utilization         o  Node up/down state  •  Network utilization         o  Node up/down state         o  Bandwidth utilization         o  Top conversations between devices                                                                                 Exhibit E – IT Standards.  Page 5 of 7               





 






                                                                       GEODIS Confidential                                                                              Execution Copy                                                                                               D.  Disaster Recovery               GEODIS  will  implement  a  disaster  recovery  plan  designed  to  protect  GEODIS/CLIENT  critical  business  processes from failing as a result of the effects of any major failure or disaster. The disaster recovery program is  intended to meet or exceed a Recovery Time Objective (RTO) of two (2) hours and a Recovery Point Objective  (RPO)  of  five  (5)  minutes.  The  IT  disaster  recovery  program  will  be  tested  annually  to  identify  continuous  improvement  opportunities.  In  the  event  GEODIS  is  required  to  failover  to  a  Disaster  Recovery  (DR)  site,  GEODIS will notify CLIENT within 24 hours of failover and confirmed functionality of production systems out  of the DR site.               E.  IT Maintenance                GEODIS shall utilize scheduled IT maintenance for continuous operation and appropriate improvement of the IT  environment.  During  this  maintenance  time  GEODIS  systems  are  unavailable.  During  maintenance  events  GEODIS will continue to accept EDI transactions from trading partners, and these transactions will be queued  and processed when the systems are available. The IT Maintenance calendar is typically created for the following  calendar year and, upon request, is shared with GEODIS customers on or about December 1 st  of the current  calendar year.  GEODIS reserves the right to adjust the maintenance calendar from time to time in its reasonable  discretion.  Emergency maintenance may be performed on the GEODIS computing environment at GEODIS's  sole discretion.                F.  Access to GEODIS Systems and Infrastructure               In an effort to maintain appropriate IT integrity, GEODIS limits access to its systems.  On a case by case basis,  however, GEODIS may provide to CLIENT certain software tools in order to complete its logistics operations as  outlined in the Agreement including web based monitoring/reporting tools. By receiving access and utilizing these  tools CLIENT and each CLIENT user agrees to and will abide by the following terms:       •  Users will be given an initial username and password. The initial password must be changed upon first login     and not shared with other users or any third party.   •  Passwords must be a minimum of eight (8) characters long and contain three of the following characteristics:        o   Contain an uppercase letter        o   Contain a lowercase letter        o   Contain a numeric character        o   Contain special character (#, &, %)  •  CLIENT users will maintain a unique username and password for each user granted access to the system. Users     are not permitted to share user accounts or use “common or generic” user accounts when accessing GEODIS     software tools.   •  CLIENT will be responsible for notifying GEODIS of employee separation or role changes that require access     to be removed from the software tools. GEODIS takes no responsibility for information disclosure or other     security incident due to CLIENT’s failure to notify GEODIS of user changes.   •  CLIENT will be responsible for any use or misuse of systems resulting from user names and/or passwords     assigned to CLIENT personnel.                                                                   Exhibit E – IT Standards.  Page 6 of 7               





 






                                                                       GEODIS Confidential                                                                              Execution Copy                                                                                               •  The software tools are provided to CLIENT “As Is”. GEODIS does not warrant availability of the tools or     accuracy of the data and reports provided by the tools.   •  CLIENT is responsible for notifying GEODIS within twenty-four (24) hours of a suspected compromise of a     CLIENT user account. CLIENT will fully assist GEODIS in the investigation of the suspected breach and     fully reimburse GEODIS of any expenses incurred due to a confirmed CLIENT user breach.   •  CLIENT will maintain up to date Anti-Virus and other commercially reasonable protections against cyber     threats on any machine accessing the software tools.   •  CLIENT will access and use GEODIS systems only for their intended function as it relates to business with     GEODIS,  any  attempts  to  circumvent  security  controls, use the system in a way other than  its intended     function,  send  unsolicited  email  (spam),  or  spread  malicious  software  will  be  considered  a  breach  of  the     software tools terms of use.   •  CLIENT will not reverse engineer, disassemble, or decompile  any  part  of  the  software  tools  provided  by     GEODIS except as expressly allowed by applicable law.  •  CLIENT will not distribute, sell, or otherwise transfer any part of the software tools, user names or passwords.   •  CLIENT will not remove any patent, copyright, trade secret, or offer other protection legends or notices that     appear on any software tools.  •  GEODIS reserves the right to revoke access to the software tools without notice due to breach of the above     terms, inactivity of an account, or actions GEODIS deems improper or disruptive to other users.  •  GEODIS is not responsible for the support of any CLIENT software used to access the software tools. Support     of CLIENT owned and operated technologies such as Internet browsers and CLIENT workstations are solely     the responsibility of the CLIENT.      Except for the limited use right described above, GEODIS shall retain all ownership and/or license rights to the  software  tools. Unless otherwise provided in writing GEODIS will not transfer ownership or usage license to  CLIENT of the software tools. Any modification to the software tools must be requested by CLIENT and be  treated as a CLIENT Work Request. CLIENT Work Requests will be billed to CLIENT at the agreed upon rate in  the  Agreement.  Payment  of  invoices  generated  by  a  CLIENT  Work  Request  will  be  the  responsibility  of  the  customer. Notwithstanding the foregoing, GEODIS retains all right, title and interest, including all intellectual  property rights, in and to the software tools and all derivative works thereof and any modifications or enhancements  thereto, including, without limitation, any CLIENT Work Requests. CLIENT hereby assigns and agrees to assign,  and shall cause its personnel to assign, to GEODIS any right, title or interest it or they may have in such items,  including all copyright and other intellectual property rights pertaining thereto.    GEODIS may provide CLIENT with wireless network access for purposes of accessing Internet resources. When  such access is provided CLIENT understands and agrees to all the provisions of this Exhibit as well as the following:  Access will be limited to web browsing and other network functions on standard TCP/UDP ports, for example  ports 80 and 443 for internet browsing. GEODIS reserves the right to limit bandwidth dedicated to CLIENT and  guest networks to prioritize production traffic related to services provided to CLIENT by GEODIS. CLIENT  users will be subject to GEODIS web content filter policies, and GEODIS makes no guarantees that content filter  policies will satisfy CLIENT guest’s business requirements. By utilizing GEODIS wireless network infrastructure  CLIENT is bound by the GEODIS End User License Agreement (EULA) and all applicable federal, state, and  local laws. While connected to GEODIS networks CLIENT traffic is monitored and there should be no expectation  of privacy. GEODIS reserves the right to terminate access if required.                                                                   Exhibit E – IT Standards.  Page 7 of 7