when UFPC, Yum! and/or the applicable Operators, as designated
by UFPC, purchase, all inventory of such Test Products or such Test Products are
distributed in the normal course.
(c) Distributor Commitment Agreement Products. Distributor shall make available
Products that are used or sold by Operators in connection with any Promotion
(whether for a limited time only, or ongoing) where UFPC decides distribution
commitment agreements are required by Operators to be completed, approved and
sent directly to Distributor ("DCA Products").
(i) Distribution Commitment Agreement. Distribution commitment agreements are
agreements between Distributor and Operator in connection with the purchase and
distribution of DCA Products and include the resolution of any related DCA
Product issues including, but not limited to, the depletion of DCA Product
inventories ("Distribution Commitment Agreement"). Distributor hereby
acknowledges that it has received a copy of all standard Distributor Commitment
Agreements currently used by each Brand. UFPC agrees to review with Distributor
any future changes to a Brand's standard Distribution Commitment Agreement.
(ii) Distribution Commitment Agreement Notice. Distributor hereby acknowledges
the dynamics of change inherent in Promotions and agrees that lead-times
provided to Distributor for DCA Products may be short in some circumstances.
UFPC shall use its commercially reasonable efforts to give Distributor as much
lead time or notice as reasonably practical of the start of a Promotion
involving DCA Products (each a "DCA Notice"). A DCA Notice shall include the
start date of the Promotion; the length of time the Promotion will run; the DCA
Products that will be required in connection with such Promotion; the timing
when the Distribution Commitment
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Agreements are due by the applicable Brand(s) and/or Operators directly to
Distributor; and the timing when Distributor shall provide directly to UFPC the
following information: the total estimated volume of DCA Products required
during the Promotion (listed by Distribution Center and by Operator) and in some
cases, when available, the initial recommended inventory levels of the
applicable DCA Products. Distributor shall work with UFPC after receipt of a DCA
Notice to ensure: (i) adequate supply of DCA Products by the start date and
throughout the Promotion; and (ii) appropriate inventory levels of DCA Products
are in Distributor's distribution centers at the UFPC requested times. UFPC
understands Distributor's desire that the sale of DCA Products by Distributor to
Operators be final and as such, UFPC will not tell or otherwise request that
Operators return DCA Products to Distributor unless the DCA Product is defective
or otherwise non-conforming or Distributor shipped more DCA Products than the
applicable Operator ordered.
6. Product or Other Changes.
(a) Pack Size Changes. Any material change (as defined below) on an individual
SKU basis to pack size, case weight or case cube for Products (the "Standards")
may have a favorable or an adverse affect on the economics of this Agreement. As
such, UFPC shall use its commercially reasonable efforts to provide advance
written notice of any material change in the Standards. If there is any material
change to the Standards, Distributor may make