attachment-2-rfb-2027-dph-01-formu-agreement.docx

SPECIAL SUPPLEMENTAL NUTRITION PROGRAM

FOR WOMEN, INFANTS, AND CHILDREN (WIC PROGRAM)

NEW ENGLAND AND TRIBAL ORGANIZATIONS (NEATO)

Cherokee Nation Connecticut Maine Massachusetts New Hampshire Rhode Island Vermont

WIC RETAIL INFANT FORMULA REBATE AGREEMENT

WITH XXX

DRAFT

Effective Date: October 1, 2026

This AGREEMENT is made effective this 1st day of October 2026 and shall be interpreted pursuant to the respective laws of each state and the tribe as hereinafter detailed, by and between the Cherokee Nation, the State of Connecticut, the State of Maine, the Commonwealth of Massachusetts, the State of New Hampshire, the State of Rhode Island, and the State of Vermont, (hereinafter “NEATO”) and XXX (hereinafter “MANUFACTURER”).

WHEREAS, NEATO desires to implement a WIC infant formula rebate system intended to decrease the cost of infant formula and improve program operations and services through increased participation in the Special Supplemental Nutrition Program for Women, Infants, and Children (hereinafter “WIC Program”) by eligible participants.

WHEREAS, the MANUFACTURER, through its sealed bid submitted under the single-supplier competitive system on March 11, 2026, which is specifically incorporated herein by reference as part of this AGREEMENT, shall provide NEATO a rebate on infant formula manufactured by the MANUFACTURER and provided to WIC participants through Electronic Benefits Transfer (EBT) that specify infant formula products and that are redeemed by WIC participants in accordance with state, tribe, and federal rules.

WHEREAS, the following terms shall have the following meanings for purposes of this AGREEMENT:

“New England and Tribal Organizations” or “NEATO” refers to the six (6) states and one (1) tribe acting as an alliance.

“WIC vendor” refers to authorized WIC retail grocery stores and pharmaceutical stores.

“Infant formula” means a food that meets the definition of an infant formula in section 201(z) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 321(z)) and that meets the requirements for an infant formula under section 412 of the Federal, Food, Drug, and Cosmetic Act (21 U.S.C. 350a) and the regulations at 21 CFR parts 106 and 107.

“Contract brand infant formula” means all infant formulas (except exempt infant formulas) produced by the Manufacturer awarded the infant formula contract. If the Manufacturer subcontracts for soy-based infant formula, then all soy-based infant formulas covered by the subcontract are considered contract brand infant formulas. Contract brand infant formulas also include all infant formulas (except exempt infant formulas) introduced by the Manufacturer after the award.

“Primary contract infant formula” means the specific infant formula for which the Manufacturer submits a bid to NEATO in response to a rebate solicitation and for which a contract is awarded by NEATO as a result of that bid.

“Non-contract infant formula” means all infant formula (including exempt infant formula) that is not covered by the infant formula contract awarded by NEATO.

“Exempt Formula” means an infant formula that meets the requirements for an exempt infant formula under section 412(h) of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 350a(h)) and the regulations at 21 CFR parts 106 and 107.

“Emergency Period” means a period during which there exists: (1) a presidentially declared major disaster as defined under Section 102 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.), (2) a presidentially declared emergency as defined under Section 102 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C.5121 et seq.), (3) a public health emergency declared by the Secretary of Health and Human Services under Section 319 of the Public Health Service Act (42 U.S.C. 247d), (4) a renewal of such a public health emergency pursuant to Section 319. This aligns with the definition provided by the Access to Baby Formula Act of 2022 (P.L. 117-129) and does not include State-declared emergencies, disasters, or public health emergencies.

“Recall” means recall as defined in 21 CFR 7.3(g) or any successor regulation. Recalls may be conducted voluntarily by a manufacturer or may be required by FDA.

“Supply chain disruption” means a shortage of WIC supplemental foods that limits WIC participants' ability to reasonably purchase supplemental foods using WIC benefits within a State agency's jurisdiction, as determined, and declared by the Secretary for the purposes of WIC.

“Qualified administrative requirement” means (1) a statutory requirement under Section 17 of the Child Nutrition Act of 1966 (CNA; 42 U.S.C. 1786) or a regulatory requirement issued pursuant to this section.

NOW, THEREFORE, for and in consideration of mutual promises and covenants herein set forth, the parties agree as follows:

1.) Restrictions to Manufacturer’s Products NEATO agrees to restrict all infant formula products issued to WIC participants to products manufactured by the MANUFACTURER unless otherwise indicated as outlined in 7 CFR § 246.10(d)(1)-(2), or if the MANUFACTURER is unable to make enough formula available for purchase by WIC vendors.

NEATO shall implement this restriction through the EBT system. All issued infant formula products are restricted to the Formula Category and separated into subcategories defined by each infant formula’s unique Universal Product Code (UPC).

2.) Manufacturer’s Rebate Subject to provisions below, the MANUFACTURER shall make available for purchase by all WIC vendors specified infant formula products in sufficient supply to serve one hundred (100) percent of NEATO’s caseload and growth needs, and the MANUFACTURER shall reimburse NEATO for part of the price paid by NEATO to WIC vendors for purchase under the WIC Program of commercially sold infant formula in powder, liquid concentrate, and ready-to-feed forms in accordance with the terms and conditions of this AGREEMENT. The amount the MANUFACTURER shall reimburse NEATO, effective October 1, 2026 or implementation of the AGREEMENT, whichever is later, shall be determined as follows:

a. The rebate amount per unit for the MANUFACTURER’S primary contract brand of infant formula (Brand Name), beginning October 1, 2026 shall be:

1. $ XX.XXX per X.X-ounce unit of iron-fortified liquid concentrate milk formula (Representing a X% percentage discount on liquid concentrate formulas)

2. $ XX.XXX per X.X-ounce unit of iron-fortified powder milk formula (Representing a X% percentage discount on powdered formula)

3. $ XX.XXX per X-ounce unit of iron-fortified liquid ready-to-feed milk formula (Representing a X% percentage discount on ready-to-feed formulas)

Such rebate shall be paid on any infant formula in the MANUFACTURER’S infant formula product line (with the exception of exempt infant formula) that NEATO chooses to approve for issuance under this AGREEMENT, in addition to the primary contract brand.

b. A percentage discount shall be calculated for each physical form (powder, liquid concentrate, ready-to-feed) by dividing the rebate by the MANUFACTURER’S lowest national wholesale price per unit for a full truckload as of the date of the bid opening. These percentage discounts shall be used to determine the rebate for all other contract brand infant formulas approved for issuance by NEATO. Rebates shall be paid at the same percentage discount for the same physical form of formula being provided. The percentage discount must remain the same throughout the contract period except for adjustments to rebate amounts per Section 3, below.

c. If the MANUFACTURER replaces the primary contract brand infant formula with a new product, the MANUFACTURER shall supply the replacement product(s) to NEATO at the same net cost per ounce for the alternative formula, which shall be considered the new primary contract brand infant formula. The MANUFACTURER shall notify NEATO per Section 13 below, not less than one hundred and twenty (120) days prior to any replacement of the primary contract brand subsequent to the signing of this AGREEMENT.

d. Advance notification is required by the MANUFACTURER to NEATO, per Section 13 below, of at least ninety (90) days for any changes in labels, unit size, reformulation, reconstitution, UPC, and product discontinuation.

e. The MANUFACTURER shall make new products, excluding exempt formulas, available for rebate under this AGREEMENT. However, NEATO is not obligated to negotiate or add products to the rebate list. If NEATO (or any individual state/tribe) does approve any such new or existing products for issuance during the term of this AGREEMENT, the MANUFACTURER shall pay a rebate that yields the same percentage discount as the corresponding physical form of formula. Any such rebate shall be calculated by multiplying the percentage discount by the lowest national wholesale price per unit for a full truckload of this new formula at the time the new formula is approved for issuance by NEATO or any state/tribe. The percentage discount must remain the same throughout the contract period except for adjustments to rebate amounts per Section 3, below.

f. The MANUFACTURER cannot be required to provide gratis items, such as sample units of infant formula, and/or educational material, such as brochures and flyers.

3.) Adjustment of Rebate Amount National wholesale price level adjustments (increases or decreases) shall result in an automatic rebate adjustment on a cent-for-cent basis. The MANUFACTURER’S rebate amount (subject to the provisions of Section 2, above) shall be adjusted during the term of this AGREEMENT, between March 11, 2026, the bid opening date, and the ending date as stated in Section 10 of this AGREEMENT. For purposes of this Section 3, the national wholesale price shall be the lowest national wholesale price for a full truckload of infant formula. Any such adjustment to the MANUFACTURER’S rebate amount under this Section 3 shall be effective for formula benefits redeemed under this AGREEMENT, in accordance with state, tribe, and federal rules, on or after the first day of the month following such adjustment in the MANUFACTURER’S per-unit national wholesale price, or the first day of the term that this AGREEMENT is effective. Any adjustments in the national wholesale price subsequent to completion of the bid shall be reflected in a cent-for-cent adjustment. The MANUFACTURER shall notify NEATO, per Section 13 below, concurrently with its notification to any trade customers of such commercial wholesale price adjustment.

4.) Performance Disruptions

a. Neither party in either NEATO (any state/tribe) or the MANUFACTURER shall be liable for delays or performance failures resulting from and caused by acts beyond the control of such party. Such acts shall include, but not be limited to, acts of God, acts of war, epidemics, communication line failures, power failures, shortage of supplies, earthquakes or other disasters or events, but in every case the delays must be beyond the control, and without the fault or negligence of, the non-performing party. Notwithstanding the foregoing, it is expected that the MANUFACTURER shall have a Redundancy Risk Management Plan (RRMP), as required by Section 424 of the Federal Food, Drug, and Cosmetic Act. Drawing upon the RRMP, the MANUFACTURER shall use all commercially reasonable efforts to prevent and/or minimize delays or performance failures. If the MANUFACTURER fails to deliver or make available the specific formula products as designated herein, then NEATO and/or the state/tribe may institute remedies per this Section 4, including, but not limited to, the usage of other formula products through the same or another and/or may cancel this AGREEMENT.

b. Any increase in the projected level of formula type to be delivered into a disaster / emergency area shall not be cause for increased pricing by the MANUFACTURER. At the request of NEATO or any state/tribe, the MANUFACTURER shall work cooperatively with NEATO or any state/tribe to provide adequate formula supplies by type, form, container size, and UPC to retailers in the disaster/emergency area within a reasonable response time, given the severity of the situation.

c. If there is a supply problem of a particular contract brand infant formula issued to NEATO WIC participants [i.e., the product is not available for order or has a factory back-order or delivery failure of three (3) days or more], that is not a direct impact of a recall, drawing upon the RRMP, to ensure the MANUFACTURER has made all commercially reasonable efforts to alleviate the shortage, NEATO shall first substitute alternate sizes, forms (i.e., powder, concentrate, ready-to-feed), or brands of the MANUFACTURER’s formula to relieve any temporary supply problems, before resorting to the use of non-contract brand formula. Furthermore, if the MANUFACTURER can only supply one (1) form of formula (i.e., powder, concentrate, or ready-to-feed) to NEATO WIC participants, the MANUFACTURER must rebate the available formula form at the highest discount rate. For example, if the MANUFACTURER only has liquid concentrate available, and the rebate discount is higher for powder, the MANUFACTURER would be obligated to provide the liquid concentrate at the powder percentage discount. If the MANUFACTURER cannot provide alternatives of its own formula, the MANUFACTURER shall rebate each NEATO state/tribe the current rebate amount for another company’s/ies’ comparable infant formula product (s) that is authorized by the Food and Drug Administration (FDA) or for which FDA is exercising enforcement discretion. All applicable Program requirements shall be followed, unless otherwise noted per Section 4.e below. If the supply problem includes the powdered form of the primary contract brand infant formula an action plan as described in section 4.d. below must be initiated. Otherwise, for the duration of the supply problem, the MANUFACTURER will provide updates (in a mutually agreed upon manner and timeframe) to NEATO of supply data of impacted and replacement formula (s), as well as the expected timeframe of availability of impacted formula (s) to retail and shall work with NEATO to assist with supply in problematic geographic areas deemed such by NEATO and/or any state/tribe.

d. If the MANUFACTURER or FDA initiates a recall of any contracted product, NEATO will institute all applicable regulations as noted in 7 CFR § 246.16a(n) to protect against disruption in infant formula supply to NEATO WIC participants. The MANUFACTURER shall notify NEATO within 24 hours of any recall, market withdrawal, or safety alert involving contracted formula products, regardless of scope. The MANUFACTURER shall designate a Recall Liaison to coordinate directly with a designated NEATO Recall Liaison. The MANUFACTURER Recall Liaison and NEATO Recall Liaison must be available for real-time updates and decision-making throughout the recall period. Drawing upon the RRMP, the MANUFACTURER must provide NEATO with a written action plan within forty-eight (48) hours of initiation of said recall. The action plan must provide details on how the MANUFACTURER will mitigate disruption to NEATO WIC participants. At a minimum, this plan must include: a list of all formulas affected; actions being taken and expected timeframe to correct the problem(s) that initiated the recall; actions being taken for impacted formula and expected timeframe for resumption of production and availability of impacted formula at retail; list of formula substitutes for all impacted formulas (if produced by the MANUFACTURER), along with the current national wholesale price list, reconstitution amounts, and current availability status in stores within NEATO geographic areas; initial estimates of supply data of all impacted and replacement formula (if produced by the MANUFACTURER); and consumer instructions. NEATO shall first substitute alternate sizes, forms (i.e., powder, concentrate, ready-to-feed), and/or brands of the MANUFACTURER’s formula. If this is not possible, the MANUFACTURER shall rebate each NEATO state/tribe the current rebate amount for another company’s (ies’) comparable infant formula product that meets the definition of infant formula at 7 CFR § 246.2 or for which FDA is exercising enforcement discretion. Per 7 CFR § 246.16a(n)(1), the unit sizes issued may exceed the maximum monthly allowance, priority will be placed on sizes that most closely provide the maximum monthly allowance. Medical documentation regulations will be followed as noted in 7 CFR § 246.16a(n)(2). For the duration of the recall, the MANUFACTURER will provide weekly updates of supply data via e-mail which may include internal warehouse stock levels and distribution timelines (the contents and frequency can be mutually determined depending on the scope of the recall), meet with NEATO via teleconference upon request, and work with NEATO to communicate with their distribution networks to assist in supply chain kinks where needed to respond to participant needs in problematic geographical areas.

e. During any emergency period, recall, or supply chain disruption, as per Section 17(r)-(s) of the Child Nutrition Act of 1966 (42 U.S.C. 786) NEATO will implement waiver(s) in accordance with 7 CFR § 246.29, at its sole discretion. NEATO will inform the MANUFACTURER of any waiver(s) impacting this AGREEMENT and the timeframe of said waiver(s).

5.) Invoicing, Billing, and Remitting

a. Each NEATO state/tribe shall prepare a monthly invoice for the MANUFACTURER’S rebate payment; the invoice shall contain the methodology and data used to calculate the monthly rebate payment. The invoices shall be submitted electronically to the MANUFACTURER by each NEATO state/ tribe.

b. The number of units for each physical form, type, and size of infant formula product included in this AGREEMENT and issued on EBT cards and redeemed by WIC participants shall be calculated monthly using the eWIC billing method.

c. The eWIC billing method is based on the actual total number of formula units redeemed.

For each issued and redeemed formula eligible for rebate, the state/ tribe shall identify the number of units by type, size, and form that were redeemed in the appropriate billing month. The eWIC transactions included in the billing month are based on the date purchases were made, also known as the Redeemed Date. Adjustments are made for any voided units in the billing month. The redeemed quantities are multiplied by the rebate rates in effect when the eligible formula was redeemed. Monthly supporting data will be provided that shows the infant formula eligible for rebate, which has been redeemed, for a given date range, by each formula type (category/subcategory).

For Cherokee Nation, this report will include the Issue Month, Redeemed Month, Formula Description (Product Name), UPC Category and Subcategory, Total Units Redeemed and Rebate per Unit.

For Connecticut, this report will include the Redemption Month, Product Name, Type/Form, UPC Code, UPC Cat Code, UPC Subcat Code, Number of Units to be Billed, Rebate Per Unit, and Amount to be Billed.

For Maine, this report will include the Product Description, Product ID (the internal MIS product number), First Use Date, Redeemed Date, Redeemed Dollar Amount, Redeemed Quantity, Vendor Number, and Peer Group.

For Massachusetts, this report will include the WIC Host Generated Trace Number (a unique Transaction number), the Subcategory Product Name (item description), First Use Date, Redeemed Date, Redeemed Amount, and Redeemed Quantity.

For New Hampshire, this report will include the period covered, payment due date, contract number, rebate summary for report month and grand total remittance due. The invoice is broken down into two parts, the Summary of Month Issued and the Summary of Totals for Paid Month. The Summary of Month Issued includes the size and type of formula, units issued, units redeemed, rebate per unit, and the total rebate by formula. A subtotal for all formulas during each month issued follows each section. The Summary of Totals for Paid Month combines the totals by formula type for each month of issuance. This section also includes a subtotal for all formulas listed above.

For Rhode Island, this report will include the Period Covered, Product, Issue Month, Peer Group, Food Distribution Item, Product Average Price, Dollars Redeemed, Possible Unit on Food Instrument, Calculated Units Purchased, Rebate Per Unit Amount, Rebate Dollars, and Total Supplier Rebate Due.

For Vermont, this report will include the Redemption Month, UPC Description, Subcategory Product Name, Redeemed Quantity, Rebate Amount, Invoice Amount, and Total Infants Served During Redemption Month.

d. Each NEATO state/tribe will submit its monthly invoice by mid-month. The MANUFACTURER shall transmit reimbursement of the MANUFACTURER’S monthly rebate payment as indicated on the state/ tribe’s invoice within thirty (30) days of receipt of the invoice. If payment is not received by each NEATO state/ tribe within (30) days of the receipt of the invoice, the MANUFACTURER shall pay the state/tribe, in addition to the amount due, interest at a rate of three-quarters of one percent (.75%) per month or portion thereof, on the unpaid balance from the expiration of such thirty (30) days period until such time as payment is received.

e. The MANUFACTURER shall make such rebate payment by check, wire transfer, or electronic funds transfer, payable to each NEATO state/tribe, at the determination and request of each state/ tribe, as follows:

Cherokee Nation (Wire Transfer) Treasurer, State of Connecticut (EFT) Treasurer, State of Maine (Check) Commonwealth of Massachusetts, Department of Public Health (Wire Transfer) Treasurer, State of New Hampshire (Wire Transfer) General Treasurer, State of Rhode Island (Wire Transfer) Vermont (Wire Transfer)

6.) Rebate Invoicing Delays

a. In the event that any NEATO state/tribe experiences a delay in obtaining the data described in Section 5, and is unable to calculate the monthly rebate invoice, the MANUFACTURER shall issue reimbursement in an estimated amount to equal the lower amount of the two (2) most recent months for which data is available. Upon request by the MANUFACTURER, the state/tribe will provide any current data it has available to substantiate the estimated amount in writing within one (1) week of any written request.

b. When the data for any month for which an estimated rebate invoice was billed becomes available, the NEATO state/tribe shall invoice the MANUFACTURER for any difference due or shall deduct from its next invoice any amount of overpayment or shall reimburse the MANUFACTURER for any overpayment if there are not further invoices due to equal the amount of overpayment, at the discretion of the NEATO state/tribe.

7.) Disputes and Dispute Resolution

a. The MANUFACTURER shall provide written notice to the individual NEATO state/tribe of any dispute regarding a rebate invoice within ninety (90) days of receipt of the invoice. If the MANUFACTURER misses the deadline, any requirement to return funds to the MANUFACTURER as a result of a dispute is waived. All disputes must be resolved by closeout of the federal fiscal year during which the dispute occurred. The process for such dispute resolution shall be determined by each respective NEATO state/tribe as may be noted in the applicable Appendix provided in Section 17 of this AGREEMENT.

b. The MANUFACTURER may not withhold any rebate payment or interest to a state/tribe.

c. If a dispute is resolved in favor of the MANUFACTURER and it is determined that, in addition to payment of the full amount of the invoice, the MANUFACTURER had paid interest at the rate of three-quarters of one percent (.75%) per month, reimbursement or adjustment shall include interest payments on that portion of the disputed amount found to have been incorrectly charged to the MANUFACTURER. No reimbursement or adjustment shall be made for the portion of interest paid on that part of the disputed amount found to have been correctly charged to the MANUFACTURER.

d. Any reimbursement owed to the MANUFACTURER due to overpayment of a rebate amount and/or interest payment, if any, or other adjustment, shall, at the option of the state/ tribe, be either deducted from the next rebate invoice or paid promptly through direct payment.

8.) NEATO is entitled to a rebate payment for all units of contract infant formula issued with a “first valid date of use” during the term of this AGREEMENT, to WIC participants for infant formula products manufactured by the MANUFACTURER during the term of this AGREEMENT, and redeemed according to state, tribe, and federal rules, regardless of the expiration and/or termination date of this AGREEMENT.

9.) NEATO, at its sole discretion, will implement waivers issued by USDA to support outreach, innovation, and modernization. NEATO will inform the MANUFACTURER of any waiver impacting this AGREEMENT.

10.) Term of Agreement and Extension of Agreement

a. This AGREEMENT shall be effective on October 1, 2026 and shall remain in effect until September 30, 2029 unless terminated sooner or extended in accordance with the terms in this Section.

b. This AGREEMENT may be extended by NEATO for one (1), two (2) year period, or any portion thereof, under the same terms, conditions and rebate structure of the Agreement, including any options to renew or extend. Notice of such intention to extend must be provided in writing by the NEATO Representative to the MANUFACTURER by January 31, 2029. NEATO reserves the unilateral right to order changes and/or to delay initiation of the AGREEMENT if NEATO deems necessary in its sole discretion and if such changes or delays do not materially alter the scope of the AGREEMENT. When a public exigency is determined to exist by NEATO or any state/tribe under this AGREEMENT, which exigent situation necessitates continuation of the AGREEMENT, this AGREEMENT shall be continued for successive one (1) month periods, not to exceed three (3) periods, under the same terms, conditions and rebate structure. Notice of such intention to extend must be provided in writing by the NEATO Representative to the MANUFACTURER thirty (30) days prior to exercising this option.

11.) Cancellation of Agreement by Manufacturer

a. The MANUFACTURER may cancel the AGREEMENT with any NEATO state/ tribe in material breach of the AGREEMENT or with NEATO with cause for breach, as defined in Section 11.c. below, upon three hundred and sixty-five (365) days advance written notification to any affected NEATO state/tribe. Any such cancellation may take effect only on the last day of a calendar month.

b. In the event of cancellation by any NEATO state/tribe under Section 12 below, the MANUFACTURER shall have the option to continue the AGREEMENT for the specified term with the remaining states/tribe or to cancel the AGREEMENT with NEATO, upon providing three hundred and sixty-five (365) days advance written notice.

c. For the purposes of this AGREEMENT, “breach” shall be defined as a party’s substantial failure to carry out one or more of the provisions, responsibilities, duties or obligations of the AGREEMENT.

12.) Cancellation of Agreement by NEATO This AGREEMENT may be canceled by NEATO or any state/tribe at any time, with or without cause; upon two hundred and ten (210) days advance written notice to the MANUFACTURER. Cancellation under this section by any state/tribe shall apply only to the individual state/tribe and shall not apply to any other state/tribe.

13.) Correspondence among Parties Email and phone contact, by either party, for routine business is permissible. A list of contacts will be shared with the MANUFACTURER prior to the start of the AGREEMENT and shall be updated throughout the life of the AGREEMENT as needed. The MANUFACTURER shall only address correspondence to each state/tribe designee (s), or their successor (s).

14.) Amendment to Agreement

a. All amendments to this AGREEMENT shall be in writing and signed in accordance to Section 25.b.

b. Amendments that affect NEATO shall be executed by the same parties who executed the original AGREEMENT, or their successors in office.

c. Any amendment to state/ tribe-specific clauses shall apply only to the respective state/tribe and shall be executed by the MANUFACTURER and the affected state/tribe.

d. In the event of any change to applicable federal law, regulation, or interpretation thereof by any court of law or governing body, that affects any term in this AGREEMENT, the parties agree to amend the AGREEMENT to comply with the law.

15.) No Assignment or Transfer or Subcontracts The MANUFACTURER shall neither assign nor transfer any rights or obligations under this AGREEMENT without the prior written consent of NEATO. The MANUFACTURER shall not enter into any subcontracts for its performance of this AGREEMENT without express written approval of NEATO.

16.) Indemnification

a. To the maximum extent permitted by law, the MANUFACTURER shall indemnify, defend, and hold harmless NEATO, as well as all of the individual officers, agents, and employees of every participating NEATO state/tribe, for, from, and against any and all claims, losses, and expenses, including attorney fees, judgements and or suits arising from, alleged to arise from, accruing, or resulting from bodily injury, property damage, and all claims of personal injury allegedly caused by or alleged to be caused by the consumption, purchase, and use of the MANUFACTURER’S formula furnished pursuant to this AGREEMENT, and all claims arising out of this AGREEMENT, except those claims, losses or suits arising solely from the negligence by NEATO, its officers, agents and employees or if applicable, subcontractors under this AGREEMENT. This provision shall survive the termination of the AGREEMENT.

b. NEATO shall provide the MANUFACTURER with prompt written notice of each claim or suit and full right and opportunity to conduct the defense of NEATO members of such claims or suits thereof, with counsel reasonably acceptable to NEATO, together with full information and all reasonable cooperation, except the MANUFACTURER need not assume the defense of any claims in which the NEATO state/tribe was negligent. Each NEATO state/ tribe shall have full authority to conduct their own respective defense, negotiations, and settlements and in such event, such NEATO state/tribe shall assume the costs thereof.

17.) Execution of Agreement; Applicable Laws; Conflict of Terms

a. This AGREEMENT shall be deemed to have been executed and entered into separately in the Cherokee Nation, the States of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont, and shall be construed, performed, and enforced in all respects in the respective jurisdictions in accordance with the respective laws of the Cherokee Nation, the States of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont.

b. In the Cherokee Nation, Cherokee Nation law shall apply.

c. In Connecticut, Connecticut law shall apply.

d. In Maine, Maine law shall apply.

e. In Massachusetts, Massachusetts law shall apply.

f. In New Hampshire, New Hampshire law shall apply.

g. In Rhode Island, Rhode Island law shall apply.

h. In Vermont, Vermont law shall apply.

i. Each party shall perform its obligations hereunder in accordance with the terms and conditions of this AGREEMENT.

j. In the event of a conflict between the terms of this AGREEMENT and the terms of the state/tribe-specific clauses in the Appendices, the Appendices applicable to the respective state/tribe shall control.

18.) Appendices

a. Appendix A, comprises the federal requirements for Infant Formula Rebate Agreements and is incorporated herein by reference.

b. Appendix B, standard clauses for the Cherokee Nation contracts, is attached hereto and is hereby made part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and the Cherokee Nation.

c. Appendix C, standard clauses for Connecticut contracts, is attached hereto and is hereby made a part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and Connecticut.

d. Appendix D, standard clauses for Maine contracts, is attached hereto and is hereby made a part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and Maine.

e. Appendix E, standard clauses for Massachusetts contracts, is attached hereto and is hereby made a part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and Massachusetts.

f. Appendix F, standard clauses for New Hampshire contracts, is attached hereto and is hereby made a part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and New Hampshire.

g. Appendix G, standard clauses for Rhode Island contracts, is attached hereto and is hereby made a part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and Rhode Island.

h. Appendix H, standard clauses for Vermont contracts, is attached hereto and is hereby made a part of this AGREEMENT as is set forth fully herein in reference to the AGREEMENT between the MANUFACTURER and Vermont.

19.) Audit

a. Each NEATO state/tribe will allow the MANUFACTURER to audit such records or documents necessary to verify the accuracy of monthly invoices during normal business hours subject to time, place and manner requirements established by the state/tribe. Any claim alleged to arise from such an audit shall not be based on statistical inference. In the event that a claim submitted by the MANUFACTURER for billing errors is disputed by a state/tribe, the MANUFACTUER and the state/tribe shall agree upon an independent auditor to review the claim and determine its validity. The MANUFACTURER shall be solely responsible for costs associated with any audit or claim.

b. Due to confidentiality requirements of state, tribe and federal law, the MANUFACTURER shall not have access to actual or archived documents or other confidential records that identify WIC applicants, participants, and/or household members in any way in accordance with 7 CFR §246.26(d)(1)(i-ii). Also due to confidentiality requirements, the MANUFACTURER shall not have access to any information about a vendor that individually identifies the vendor, except for the vendor’s name, address, phone number, website, email, store type, and authorization status per 7 CFR § 246.26(e).

c. For records audited for any fiscal year, the MANUFACTURER shall provide the state/tribe a complete report and any management letter related to any audit within one hundred and twenty (120) days following the end of a fiscal year.

d. The MANUFACTURER shall provide the state/tribe with its audit standards, guides and audit plan for conducting the audit thirty (30) days prior to conducting the audit.

20.) Costs for Special Reports Should the MANUFACTURER request any special reports, data or information from any NEATO state/tribe, beyond that provided in the monthly invoice or as described below in Section 21, the state/tribe reserves the right to charge the MANUFACTURER for all costs associated with providing such special reports, data or information. Any charges shall be agreed upon in writing by the state/tribe and the MANUFACTURER prior to the execution of the requests for such reports.

21.) Supporting Data Each NEATO state/tribe shall provide the MANUFACTURER with a monthly report specifying the number of units of infant formula issued and redeemed during the month, as well as mutually agreed upon supporting documentation to verify the accuracy of the monthly invoice. Only those records which are directly related to monthly billing and which are for current federal fiscal year at the time of the request shall be provided; participant and vendor confidentiality must be maintained per Section 19.b. If requested, NEATO shall supply the MANUFACTURER with a list of approved vendors.

22.) Maintenance of Books and Records In addition to the provisions of any NEATO state/tribe’s individual, specific or particular requirements, the MANUFACTURER shall maintain all books and records pertaining to performance under this AGREEMENT until final audit of state/tribe records of the funding of this AGREEMENT, or until such time as federal provisions permit the records to be discarded.

23.) Review of Progress and Performance Any state/tribe and the MANUFACTURER shall meet, as requested by either party, to review progress and performance of the AGREEMENT; this may include any concerns regarding billing procedures.

24.) Use Of WIC Acronym and Logo the MANUFACTURER acknowledges that the WIC Acronym and the WIC Logo are service marks owned by the Department of Agriculture (USDA), and that all rights therein and goodwill pertaining thereto belong exclusively to USDA.

The MANUFACTURER shall not use these service marks in any manner on its goods or their containers or packaging or on tags or labels affixed thereto. The MANUFACTURER also shall not use the WIC Logo in advertising or other promotional materials (collectively: “advertising”).

The MANUFACTURER shall not use the WIC Acronym in advertising in any manner that is likely to cause confusion, mistake, or deception as to the affiliation, connection, or association of the MANUFACTURER with the WIC program, or as to the sponsorship or approval of the MANUFACTURER’S goods, services, advertising, or commercial activities, including nutritional message(s), by the WIC Program, USDA, or the State agency.

The MANUFACTURER shall include the following statement with any use of the WIC Acronym in advertising: “WIC is a registered service mark of the U.S. Department of Agriculture for USDA’s Special Supplemental Nutrition Program for Women, Infants, and Children.”

25.) Execution and Counterparts

a. The Commonwealth of Massachusetts shall assume responsibility for the limited purpose of preparing this AGREEMENT for execution by signature of each party.

b. This AGREEMENT, and any amendment, may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same AGREEMENT. For the purposes of execution, a signed copy, including a PDF scan of an electronic or wet signature, of this AGREEMENT delivered by e-mail or US Mail to the Massachusetts contact listed below and shall be deemed to have the same legal effect as delivery of an original signed copy of this AGREEMENT.

c. The Massachusetts contact for this limited purpose shall be:

Beth Wilson-Lampro Massachusetts Department of Public Health WIC Nutrition Program, 6th floor 250 Washington Street Boston, MA 02108 Beth.wilson@mass.gov

d. The Commonwealth of Massachusetts shall distribute by e-mail one (1) complete AGREEMENT containing all provisions and appendices to each party.

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be duly executed intending to be bound thereby (signature pages follow with a single party on each respective page):

[Remainder of this page is intentionally left blank]

CHEROKEE NATION BY: Cherokee Nation

Chuck Hoskin Jr., Principal Chief

[Remainder of this page is intentionally left blank]

CONNECTICUT BY: Connecticut Department of Public Health

Nicholas Jakubowski, Chief Operating Officer

MAINE BY: Maine Department of Health and Human Services

Todd Haber, Deputy Commissioner

MASSACHUSETTS BY: Massachusetts Department of Public Health

Eileen Sullivan, Chief Operating Officer

NEW HAMPSHIRE BY: New Hampshire Department of Health & Human Services

Iain Watt, Director, Division of Public Health Services

RHODE ISLAND BY: Rhode Island Department of Health

Dr. Jerome Larkin, MD, Director of Health

VERMONT BY: Vermont Department of Buildings and General Services

Wanda Minoli, Commissioner

MANUFACTURER BY: MANUFACTURER NAME

STATE OF: ________________

COUNTY OF: ________________

The foregoing instrument was acknowledged before me this ______ day of _______, 2026 by

Notary Public/Justice of the Peace

NEATO INFANT FORMULA REBATE AGREEMENT WITH XXX.