Nestle_Agreement_Fully_Executed.pdf

FSA (Evergreen) – Starbucks Excluded Page 1 of 6

FOODSERVICE AGREEMENT

This Foodservice Agreement (this “Agreement”) is entered into by Supplier and Customer (both defined below, and together, the “Parties”) as of ___________________________ (the “Effective Date”).

This Agreement consists of:

▪ This Cover Page;

▪ Exhibit A – General Terms and Conditions; and

▪ Exhibit B – QA Standards.

This Agreement authorizes Customer to place orders for Products for use in Customer’s foodservice executions, as further described and subject to the terms herein. For clarity, this Agreement applies only to certain products sold through Supplier’s Nestlé Professional Solutions division. Any products sold through other divisions or affiliates or otherwise designated as excluded by Supplier (e.g., Starbucks-branded products) are excluded from this Agreement.

Supplier Customer

Legal Name: Nestlé USA, Inc. Legal Name: ________________________

Division: Nestlé Professional Solutions DBA: ________________________

Street Address:

City, State Zip:

30000 Bainbridge Road

Solon, Ohio 44139

Street Address:

City, State Zip:

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Docusign Envelope ID: A9086540-166D-45CB-9A71-C1F55B0A4B4B

John C. Harris, Jr./by Jennifer L. Prindle

Ohio Department of Veterans Services

Sep 26, 2025 | 6:14 AM PDT

Director, ODVS

Columbus, Ohio 43215

77 S. High St., 7th Floor

ODVS

Sr. Inside Sales Representative

Laura Bliss

FSA (Evergreen) – Starbucks Excluded Page 2 of 6

Exhibit A – General Terms and Conditions

1 DEFINITIONS

“Accounts” means the foodservice locations in the United States operated, owned, or managed by Customer; provided that, Supplier reserves the right to approve Accounts based on (a) the Account’s ability to properly implement the QA Standards and any other guidelines or performance standards issued by Supplier from time to time and/or (b) any other business reason.

“Equipment” means all equipment used by an Account in the preparation of any beverage and/or food items made using the Products, including without limitation brewing equipment, storage canisters, coffee filters, water filters and filtration systems, and smallwares (e.g., pitchers, scoops, spoons, thermometers).

“Marketing Materials” means all marketing, advertising, and promotional materials, including packaging, wrapping, racking, signage, menus, displays, art and/or public communications, whether tangible or intangible (e.g., digital, social), containing Trademarks or otherwise referencing Supplier, its affiliates, their respective licensors, or Products.

“Products” means the consumable products (e.g., beverage items, food items, ingredients) and paper products (e.g., cups, sleeves, lids, napkins, green straws) purchased pursuant to this Agreement. Products do not include Equipment or Marketing Materials.

“QA Standards” means the quality assurance standards used by Supplier for purposes of creating uniform, high-quality products and services (e.g., for freshness, taste, proportions, ingredients, brewing and holding times, product storage and rotation, and cleanliness), as provided by Supplier from time to time, including those set forth on Exhibit B (QA Standards).

“Supplier-Authorized Distributor” means any distributor authorized by Supplier to distribute Products to Customer.

“Trademark” means any trademark, name, or mark of Supplier, its affiliates, or their respective licensors, and such other trademarks, names, or marks that Supplier identifies from time to time.

2 PRODUCTS

2.1 Ordering. Subject to this Agreement, Customer is authorized to place orders for Products with Supplier directly or via Supplier-

Authorized Distributors. Orders placed via Supplier-Authorized Distributors are subject to Customer’s agreement with such Supplier-Authorized Distributors. Each order placed with Supplier constitutes an offer and will not be binding on Supplier until accepted by Supplier. Supplier may, in its discretion, (a) discontinue or launch new Products and/or (b) make certain Products available only via ordering directly from Supplier or indirectly from Supplier-Authorized Distributors. To discourage stockpiling and allow Supplier to meet production demands, orders may be limited to normalized volumes. Customer will manage its inventory to avoid placing orders more frequently than once per week. Orders must be in the minimum quantities and integral multiples of the order units available. If Customer creates an online account to place orders, Customer will keep its login information confidential and be responsible for the activity on its account.

2.2 Shipping. Unless agreed otherwise, Supplier ships Products F.O.B. destination. For Products ordered directly from Supplier, the price of shipping is included in the price of Products, except with respect to low-value orders, expedited orders (both as per Supplier’s then-current policy), or as otherwise indicated by Supplier. If Customer selects pre-scheduled shipments, Customer will be responsible for shipments made accordingly.

2.3 Pricing; Payment Terms. Supplier will sell the Products at the applicable list price (less any applicable discounts), which may be updated up to two (2) times each calendar year by Supplier. Depending on the Product, the applicable list price may refer to the “into operator” price or to the “into distributor” price (subject to distributor markup). Prices do not include, and Customer will pay, all applicable sales taxes, use taxes, and similar taxes or charges imposed on the purchase or lease of Products, Equipment, Marketing Materials and/or other goods or services. Customer will pay all invoices within thirty (30) days from the date of the invoice. Supplier may change its payment terms on sixty (60) days’ written notice.

2.4 Warranties. Supplier warrants that, at the time Supplier delivers Products to Customer (in the case of direct orders) or at the time Supplier delivers Products to Supplier-Authorized Distributors (in the case of indirect orders), Products (a) will be merchantable, (b) will not be adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, or constitute merchandise than cannot be placed into interstate commerce thereunder, and (c) will be free and clear of all liens and encumbrances. The failure of a Product to comply with the foregoing warranties will be referred to as a “Defect”, subject to the other terms in this Section. If a Product has a Defect, Customer will notify Supplier promptly and, as directed by Supplier,

(i) destroy the Product and certify to its destruction using Supplier’s form or (ii) return the Product to Supplier at Supplier’s expense, after which Supplier will credit Customer for the Product. A Product will not be deemed to have a Defect where Customer (x) misuses, mishandles, or improperly stores the Product, (y) fails to follow proper operating procedures with respect to the Product, or (z) uses a Product with an expired shelf life. Customer recognizes that certain beverage and/or food items such as coffee and tea must be served at high temperatures, and any claims, injuries, or damages associated with the service of such items at high temperatures will not be deemed a Defect. Supplier will not be responsible for visible Defects that Customer should have discovered upon receipt, such as Product or packaging that appears opened, tampered with, or mishandled during shipping, or Product that appears discolored, noxious, or expired, where Customer uses the related Products despite such Defects. EXCEPT AS SET FORTH HEREIN, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY ABOUT PRODUCTS

AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

2.5 QA Standards; Use of Products. Customer will comply with the QA Standards. Except to the extent explicitly approved otherwise by Supplier in writing, Customer must: (a) use the Products exclusively by incorporating the Products into beverage and/or food items and offering such items at Accounts (approved Accounts, where required) for consumption by guests and patrons of those Accounts; (b) prepare beverage and food items made in connection with this Agreement using Products purchased from Supplier or Supplier-Authorized Distributors; (c) not offer Products to third parties (e.g., for resale); (d) not misrepresent the origin of products (e.g., by serving beverage Products in cups bearing names or brands associated with other beverages or vice versa); and (e) otherwise use Products only as authorized by this Agreement. Certain Products and/or recipes are subject to additional approvals and requirements before being offered by Customer. Upon request by Supplier, Customer will promptly identify the locations of all Accounts.

2.6 Retail Operations. Customer will not establish retail operations (such as stores, kiosks, coffee bars, and the like), featuring the Products or similar products, that are modeled upon the retail operations of Supplier or its affiliates without the prior written consent of Supplier.

2.7 Cooperation. Customer will cooperate with Supplier to investigate and prevent any activity arising in connection with this Agreement that may infringe rights in Trademarks or Confidential Information or involve the unauthorized sale of Products.

3 EQUIPMENT

3.1 General. Equipment is subject to approval by Supplier. Customer is responsible for ensuring that Equipment meets the QA

Standards and that branded Equipment is used only with Products of the corresponding brand. Customer is responsible for cleaning, maintaining (e.g., replacing water filters), and operating Equipment as per Supplier and manufacturer instructions

Docusign Envelope ID: A9086540-166D-45CB-9A71-C1F55B0A4B4B

FSA (Evergreen) – Starbucks Excluded Page 3 of 6 and otherwise as required to ensure the cleanliness, functionality, safe operation, and “like new” condition of the Equipment.

Customer is also responsible for installing and servicing Equipment, except to the extent Supplier agrees in writing to coordinate installation and/or servicing. If Supplier coordinates installation, Customer will grant access as reasonably required for the installation and fully prepare its locations before the date of delivery and setup, including by preparing all necessary electrical, plumbing, and carpentry work and by obtaining all necessary permits. If a location is not so prepared, Supplier may charge Customer a fee to cover the cost of the failed installation attempt. If Supplier coordinates servicing, Customer will remain responsible for water filtration and repairs caused by: (a) improper installation or handling, misuse, accident, negligence (including failure to perform cleaning and maintenance), modification, or anything other than normal wear and tear, in each case by anyone other than Supplier, (b) Customer’s failure to comply with Equipment operating/maintenance instructions,

(c) repairs to Equipment by anyone not authorized by Supplier, or (d) electrical failures or water filtration. In such cases, additional fees may apply. Except to the extent Supplier agrees otherwise in writing, Customer ensures that (x) Equipment calibrated for use with Products will be used without modification and only to brew, service, display, and sell beverage and/or food items incorporating the Products at the relevant Account; and (y) branded Equipment will not be placed adjacent to equipment of a competing brand.

3.2 Purchased Equipment. Any Equipment that Customer purchases through Supplier (“Purchased Equipment”) will be at Supplier’s list price and delivered FOB destination, freight prepaid, unless the Parties agree otherwise. Title to Purchased Equipment will pass to Customer upon payment to Supplier of the full purchase price. Supplier will not be liable for delivery delays by third-party carriers. Returns of Purchased Equipment are subject to Supplier’s then-current return policy. Except to the extent Supplier agrees otherwise in writing, Customer ensures that Purchased Equipment (a) will be used without modification and only to prepare, service, display, and sell applicable beverage and/or food items incorporating the Products at the relevant Account and (b) will not be placed anywhere other than at the relevant Accounts.

3.3 Loaned Equipment.

(a) Volume Requirement. Supplier may loan certain Equipment to Customer under this Agreement (“Loaned Equipment”) for use at Accounts for which Customer purchases the applicable minimum volume of Products designated by Supplier from time to time (the “Loaned Equipment Minimum Volume”). Supplier will determine the amount, type, and location of Loaned Equipment. Customer must provide information requested by Supplier, and Supplier may audit Customer, for purposes of confirming that Customer maintains the Loaned Equipment Minimum Volume.

(b) Additional Requirements. Customer ensures that Loaned Equipment will be used without modification and only to brew, service, display, and sell beverage and/or food items incorporating the Products at the approved location at the relevant Account. Loaned Equipment must be installed by service providers authorized by Supplier and, unless otherwise agreed with Supplier, such installation will be at Customer’s expense. Supplier will provide Customer training on the operation of Loaned Equipment, as well as troubleshooting information and tips on operation and maintenance. Customer will not take, authorize, or permit any action that is inconsistent with Supplier’s ownership of Loaned Equipment, and may be required to execute a UCC-1 Financing Statement or other documentation indicating Supplier’s ownership.

(c) Return. Either Party may terminate Customer’s use of Loaned Equipment at any time. Upon notice of termination, Customer will cease use of the Loaned Equipment and cover over any trademarks or marketing material. Customer will allow Supplier or its authorized representative to retrieve Loaned Equipment promptly. If Customer ships Loaned Equipment to Supplier, such shipment will be at Customer’s expense and risk of damage or loss. Loaned Equipment must be returned to Supplier in its original, “like new” condition, excepting normal wear and tear. If Loaned Equipment is damaged for any reason, including damage resulting from causes beyond Customer’s control, Customer will pay Supplier for the cost of repair or, if the Loaned Equipment is not so returned, the manufacturer’s retail list price of the Loaned Equipment at the time of installation. If, within one (1) year of installation of the Loaned Equipment, Customer does not maintain the Loaned Equipment Minimum Volume or terminates its use of Loaned Equipment (including by removing the relevant Account) or Supplier terminates Customer’s use of the Loaned Equipment for cause, then Supplier will be entitled to (i) retrieve the Loaned Equipment and refurbish it at Customer’s expense or (ii) invoice Customer for the manufacturer’s retail list price of the Loaned Equipment at the time of installation. Upon payment of the invoice, Customer will own the Loaned Equipment.

3.4 Warranties; Remedies. All Equipment is provided to Customer at Customer’s election. For Purchased Equipment, Supplier will assign and pass through to Customer the manufacturers’ warranties to the greatest extent such warranties are assignable.

Previously owned equipment (“Previously Owned Equipment”), delivered to Customer under this Agreement will be free from defects in materials and workmanship under ordinary use for a period of ninety (90) days from the date of delivery to Customer.

EXCEPT TO THE EXTENT AGREED OTHERWISE IN WRITING, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY EQUIPMENT, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER, AND SUPPLIER DISCLAIMS ANY RESPONSIBILITY FOR ANY EQUIPMENT FAILING TO MEET ANY SPECIFICATIONS PUBLISHED BY ANY PERSON OR ENTITY. Customer’s exclusive remedy and Supplier’s exclusive liability (if any) with respect to any nonconforming Equipment or Previously Owned Equipment, is limited, at Supplier’s option, to (a) repair or replacement of the Equipment or Previously Owned Equipment at no additional charge or (b) a refund of the price paid by Customer.

4 MARKETING MATERIALS; TRADEMARKS

4.1 Marketing Materials. All Marketing Materials must be pre-approved by Supplier, except that each approved Account may use

Marketing Materials in the form provided by Supplier to the Account for use in the Account’s foodservice operations. Customer ensures that all Marketing Materials will be used and displayed only (a) in the form, manner and location approved by Supplier,

(b) in accordance with any logo usage guidelines provided by Supplier (which may be modified by Supplier from time to time), and (c) otherwise as directed by Supplier. Customer’s brand must be the primary branding and Supplier branding must be secondary. Customer will replace all Marketing Materials as soon as practicable when soiled, stained, or outdated and will refresh Marketing Materials regularly (and at least annually) to ensure Marketing Materials look new, are relevant, and are consistent with current Supplier branding. Except to the extent agreed otherwise, costs of Marketing Materials and marketing, advertising, promotions, and public relations conducted by Customer will be paid by Customer.

4.2 Trademarks.

(a) General. This Agreement does not grant Customer any right, title, or interest in any Trademarks other than the right to use

Trademarks in accordance with this Agreement. All use of Trademarks inures solely to the benefit of their owner and nothing in this Agreement, or through the Parties’ course of conduct, will be deemed to create any rights in Trademarks.

Customer will not (i) attempt to register the Trademarks, and/or (ii) contest or assist anyone in contesting, in any manner, during or after the Term, the validity of Trademarks or any registrations therefor.

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(b) Use and Display. All use of Trademarks must be pre-approved by Supplier and only in accordance with this Agreement and Customer’s authorized use of Products. Customer will reproduce each Trademark accurately in its approved form, in accordance with Supplier specifications, and otherwise as directed by Supplier. Customer will display conspicuously on or adjacent to each reproduction of each Trademark the symbol “®” “™” or “SM” (as appropriate) to provide notice of the owner’s proprietary interest. Customer will have a commercially reasonable period, not to exceed three (3) months from notice by Supplier, to phase in use of the “®” symbol for any Trademark that was previously unregistered. Customer does not have any right to license or authorize any person to use any Trademark.

(c) Infringement. Customer will not use any Trademark, name or mark, or any combination thereof that is confusingly similar to the Trademarks, including in any trading name of any corporation, partnership, or other organization or business, without Supplier’s express written consent. Customer will not, during or after the Term, take any action that does or may adversely affect the goodwill associated with the Trademarks. If Customer becomes aware of an infringing or potentially infringing use of a Trademark, or of a confusingly similar name or mark, Customer will inform Supplier promptly. If Customer becomes aware of any third-party claim that the use of any Trademark infringes the rights of such third party, Customer will notify Supplier promptly. Supplier will control any litigation with respect to any Trademark, will be responsible for attorneys’ fees associated with the litigation, and will be entitled to all damages awarded based on infringement of any Trademarks.

5 INDEMNIFICATION FOR THIRD-PARTY CLAIMS

5.1 Indemnification. Except to the extent prohibited by applicable law, Customer will and will cause each Account to indemnify, defend and hold harmless Supplier, its affiliates, its licensors, and their respective directors, officers, employees, agents, and licensees from and against all claims, liabilities, damages, losses or expenses (including attorneys’ fees and court costs) asserted by third parties (“Third-Party Claims”) arising from any actual or alleged acts or omissions of Customer, its affiliates, any Account, and/or their respective directors, officers, employees, or agents, including without limitation any beverage and/or food items made by an Account and/or the Products’ use and handling (e.g., a hot beverage spill).

5.2 Indemnification Process. The indemnified party will give the indemnifying party written notice promptly upon becoming aware of any Third-Party Claim; provided, that any delay in notification will only affect the indemnified party’s rights to the extent the delay materially prejudices the indemnifying party. The indemnifying party will promptly undertake the defense of any Third- Party Claim and will notify the indemnified party no less than forty-eight (48) hours before retaining reputable, competent, and experienced counsel to represent the indemnified party. The indemnified party will have the right to approve the indemnifying party’s chosen counsel (approval not to be unreasonably withheld or delayed). The indemnified party may also obtain separate counsel and participate in the defense of the action at its own expense. The Parties will cooperate in the defense, including by providing information that the other reasonably requests. The indemnifying Party must obtain the written consent of the indemnified party before entering any settlement, unless the settlement: (a) contemplates the payment of money as the sole consideration; (b) requires the indemnifying party to pay the full amount; (c) does not impair or prejudice the indemnified party’s rights, defenses, or remedies; (d) requires the indemnifying party, the party asserting the Third-Party Claim, and applicable third parties (e.g., assignees or subrogated parties) to unconditionally waive and release the indemnified party from all claims; and (e) does not include any admission of fault, guilt, or liability. If the indemnifying party fails to timely assume such defense, the indemnified party may defend the claim and the indemnifying party will reimburse the indemnified Party for all costs and expenses incurred in such defense, including reasonable attorneys’ fees and payment of any settlement or judgment.

6 CONFIDENTIALITY

6.1 “Confidential Information” means (a) the existence and content of this Agreement; (b) any information relating to Supplier, Customer, or their respective affiliates, which is disclosed under or in relation to this Agreement, in any medium or format, whether disclosed before or after the Effective Date, provided that such information is marked or described as confidential, proprietary, or is information that a reasonable person would understand to be confidential or proprietary; (c) with respect to Supplier, all pricing and product information (such as formulation, production, recipes, training materials, QA Standards, strategies, and roadmaps); and (d) any information, memoranda, notes, analysis, copies, processes, methods or products derived from the information set out above.

6.2 Use and Disclosure. Each party (a) will use Confidential Information only for the purposes contemplated under this Agreement,

(b) will not disclose to any person any Confidential Information, except as permitted by Section 6.3 (Authorizations) and (c) will take reasonable measures to avoid unauthorized use or disclosure of Confidential Information. Neither Party will issue any press release or announcement in connection with this Agreement without the prior approval of the other Party.

6.3 Authorizations. Each Party may disclose Confidential Information:

(a) to its directors, officers, employees, or those of its affiliates (collectively “Representatives”) who need to know such information in connection with this Agreement. Each party will ensure that the Representatives to whom it discloses Confidential Information are informed in advance of the confidential nature of the information and are contractually obliged to keep the information confidential on terms no less stringent than the terms of this Agreement;

(b) to the extent required by law or any governmental authority (including public records or freedom of information laws);

(c) if it can show by written records that the Confidential Information (i) was disclosed to it by a third party having the right to make the disclosure and not under an obligation of confidence or (ii) was previously known to it and at its free disposal;

(d) if the Confidential Information was, is or has become lawfully publicly known other than by a breach of this Agreement or other confidentiality obligations; or

(e) if the information is independently developed by a party without reliance upon Confidential Information of the other party.

6.4 Responsibility for Representatives. Each Party will be responsible for any breach of this Agreement by any of its Representatives.

At the request of the disclosing party, the receiving party will identify its Representatives who have been given access to Confidential Information.

6.5 Survival. The obligations in this Section will apply during the Term and for five (5) years thereafter, except that such obligations will be perpetual with respect to Confidential Information consisting of product information (such as formulation, production, recipes, training materials, QA Standards, strategies, and roadmaps).

7 TERM AND TERMINATION

7.1 Term and Termination. This Agreement will enter into force on the Effective Date and remain in force until terminated. Either

Party may terminate this Agreement for convenience with immediate effect upon written notice to the other Party.

7.2 Effects of Termination. On termination: (a) Customer will pay all sums due to Supplier; and (b) if Customer has paid all sums due to Supplier and this Agreement has not been terminated for Customer’s breach, Customer may use up remaining inventories of all unexpired Products ordered in the normal course until fully consumed (the “Wind-Down Period”). Customer

FSA (Evergreen) – Starbucks Excluded Page 5 of 6 will remain responsible for its obligations under this Agreement during the Wind-Down Period. Upon termination, expiration, or conclusion of the Wind-Down Period, as applicable, Customer will: (i) cease any further sale and/or use of Products and any use of Trademarks or confusingly similar names, marks, and/or symbols, and will not, directly or indirectly, represent itself as affiliated in any way with Supplier. Customer will take such actions as Supplier may reasonably require for this purpose, such as removing Marketing Materials, and Customer will destroy or return to Supplier all Marketing Materials and confirm the same in writing to Supplier. Supplier will have the right to inspect the premises of the Accounts to confirm that all Marketing Materials and Trademarks are removed; (ii) cease use and delete or return to Supplier all Confidential Information of Supplier, such as training materials and materials setting forth QA Standards, and confirm the same in writing to Supplier; and (iii) comply with Section 3.3(c) (Loaned Equipment—Return), if applicable, and de-identify all branded Equipment by removing all Trademarks and references to Supplier, its affiliates, and/or Products (including recipes), whether appearing externally on the Equipment or programmed into the Equipment, and any proprietary programming. The obligations in Section 7.2(iii) will also apply if Customer sells or no longer uses Equipment. Supplier will have the right to inspect Equipment to confirm it has been de-identified.

7.3 Survival. No termination of this Agreement will affect any accrued claims, rights, or liabilities, and all provisions which by their nature are intended to survive will survive, such as Section 4 (Marketing Materials; Trademarks), Section 5 (Indemnification), Section 6 (Confidentiality), Section 7.2 (Effects of Termination), and Section 8 (General Provisions).

8 GENERAL PROVISIONS

8.1 Notices. Notices will be deemed delivered when delivered in writing with evidence of receipt to: (a) the physical addresses indicated on the first page of this Agreement or (b) an electronic mail address agreed by the Parties, as such addresses may be updated from time to time.

8.2 Entire Agreement. This Agreement sets forth the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous agreements and understandings (whether written or oral) relating thereto, except for any confidentiality agreement agreed during preliminary discussions. No purchase order, procurement portal, onboarding forms, or other non-Supplier documents or terms will amend or add to this Agreement, and any such attempts will not be valid.

8.3 Amendment; Waiver. Any amendment to this Agreement must be written and signed by the Parties. Any failure or delay by a Party to exercise any right or remedy under this Agreement or law will not constitute a waiver of that or any other right or remedy. Waivers must be in writing and signed by the relevant Party.

8.4 Relationship of Parties. The Parties are independent third parties. Nothing in this Agreement establishes any partnership or joint venture between the Parties, constitutes either Party as an agent or employee of the other Party, or authorizes either Party to make or enter any commitment for or on behalf of the other Party.

8.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the provision will be deemed restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. Remaining provisions will continue in full force.

8.6 Assignment. Customer will not assign its rights or delegate its obligations under this Agreement without the prior written consent of Supplier, and any attempt to do so will be null and void. Supplier will have the right to assign its rights or delegate its obligations under this Agreement.

8.7 Force Majeure. Neither Party will be responsible to the other Party for any delay or failure to comply with this Agreement if such delay or failure is due to an event that is unforeseeable and beyond such Party’s reasonable control (such as, depending on the circumstances, a natural disaster, war, terrorism, rebellion, explosion, accident, epidemic, quarantine or lockdown restrictions, embargoes or failures in transportation, or government acts); provided, however, that the non-performing Party:

(a) will only be excused to the extent of the delay; (b) promptly notifies the other Party, in writing, of the cause of the delay and the steps it is taking to remedy the delay; and (c) uses reasonable efforts to implement those steps.

8.8 Recalls. Supplier will notify Customer if Supplier initiates or becomes aware of any market withdrawals or recalls of Products or Equipment. If Supplier deems it necessary to recall any Product or Equipment, Customer will take such procedures established by Supplier or any governmental authority responsible for the recall. If Customer does not comply with a recall upon request, Supplier will be authorized to take such action as it deems necessary to recall the Products or Equipment.

8.9 Compliance with Laws. Each Party will comply with all laws and regulations applicable to its performance in connection with this Agreement. For clarity, Customer will be responsible for complying with laws and regulations applicable to its provision of products to consumers (e.g., determining whether such products can be sold to consumers and providing any information required to be provided to consumers (e.g., via menu boards or in connection with promotions)).

8.10 Liability. No limitation on liability will apply with respect to infringement of intellectual property rights, breaches of Section 4 (Marketing Materials; Trademarks), indemnity obligations under Section 5 (Indemnification for Third-Party Claims), breaches of Section 6 (Confidentiality), Customer’s payment obligations, or willful misconduct (including intentional breach). Otherwise,

(a) neither Party nor its affiliates will be liable for any indirect or consequential damages arising in connection with this Agreement (e.g., lost profits from sales to consumers) and (b) the aggregate liability of each Party and its affiliates in connection with this Agreement will be limited to the charges paid by Customer to Supplier in the twelve (12) months preceding the first incident out of which the liability arose. Customer is responsible for the acts and omissions of the Accounts, and all provisions in this Agreement that are applicable to Customer will apply equally to the Accounts.

8.11 Cumulative Remedies. Unless otherwise explicitly stated in this Agreement, the rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies provided by law or otherwise in this Agreement.

8.12 Governing Law; Jurisdiction. This Agreement will be governed by and construed exclusively in accordance with the laws of the State of Delaware, excluding its conflict of laws principles, and the courts with appropriate jurisdiction in the State of Delaware will have exclusive jurisdiction. The prevailing Party in any dispute will be entitled to reasonable attorneys’ fees and court costs.

8.13 Counterparts; E-Signature. The Parties have caused their duly authorized representatives to sign this Agreement. This Agreement may be signed and transmitted electronically in any number of counterparts, each of which will be an original, and all of which, taken together, will constitute one and the same instrument. Electronic signatures will be legally binding and neither Party will contest enforceability based on such signatures.

Exhibit B – QA Standards

1. With respect to Products and branded finished beverage and/or food items incorporating Products, all recipes, ingredients, products, methods, and techniques designated by Supplier (and which may be modified at any time by Supplier) must be used without substitution.

2. Each person involved in the preparation of Products must complete a Supplier orientation and all training (in any format) offered by Supplier from time to time. Such training must be facilitated by an authorized representative of Supplier.

FSA (Evergreen) – Starbucks Excluded Page 6 of 6

3. All locations involved in the storage, preparation, and/or serving of Products are subject to periodic inspections by Supplier or its authorized representative. In particular, all Equipment may be inspected and/or approved (or disapproved) by Supplier or its authorized representative.

4. All Equipment must be inspected and calibrated to meet Supplier standards. Equipment that does not meet such standards must be replaced or repaired before Products can be prepared at that location.

5. All shelf-life standards (unopened and opened) for the Products must be adhered to.

6. Supplier standards for storing brewed coffee Products must be adhered to.

7. Water filtration must meet or exceed NSF (National Sanitation Foundation) standards #42 and #53.

8. Products must be handled and stored properly, using high standards of hygiene and good housekeeping, in a clean, odor-free space and otherwise as reasonably directed by Supplier, to prevent any contamination, infestation or deterioration of the Products. If Products are damaged or defective, Customer will not use them and will notify Supplier.

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ADDENDUM BY AND BETWEEN

THE OHIO DEPARTMENT OF VETERANS SERVICES

AND NESTLE USA INC

THIS ADDENDUM (“Addendum”) is entered into by and between the State of Ohio, Department of

Veterans Services, located at 77 South High Street, 7th Floor, Columbus, Ohio 43215 (“Department”), on behalf of its Ohio Veterans Home in Sandusky, Ohio (“OVH”), Nestle USA, Inc (the “Contractor”). It is effective as of the date of the final signature below (“Effective Date”).

WHEREAS, the Department intends to contract with Contractor to provide Food Service Drink Dispensers, see Attachment A – Original Contract (“Agreement”); and

WHEREAS, the Department is bound by certain statutory provisions that must be incorporated into the contract.

NOW, THEREFORE, in consideration of the mutual promises and obligations contained in this

Addendum and the Agreement, the Parties enter into this legally-binding Addendum to the Agreement as follows:

1. Price: Contractor’s services are at no cost to the Department.

2. Required Terms: The parties acknowledge and agree that this contract is subject to Ohio law, including but not limited to R.C. 9.27, which are required for any contract in which the State is a party. Any term in the Agreement that conflicts with these terms or other Ohio Law are stricken and to be read as if they do not exist.

IN WITNESS WHEREOF, having read, understood, and possessing the power and authority to entering into this Addendum, the Parties hereby execute this Agreement, legally binding themselves to its stated performance.

STATE OF OHIO CONTRACTOR

DEPARTMENT OF VETERANS SERVICES NESTLE USA INC

By: ____________________________________ By: ___________________________________

Title: Title: __________________________________

Date: __________________________________ Date: __________________________________

John C. Harris, Jr./by Jennifer L. Prindle

Sep 26, 2025 | 6:14 AM PDT

Director, ODVS

Laura Bliss

Sep 26, 2025 | 6:40 AM PDT

Sr. Inside Sales Representative

EXPRESS® BEVERAGE

DISPENSER SOLUTION

JUICES • JUICE BLENDS

LEMONADES • TEAS • ICED COFFEE

ENHANCED WATERS

Vitamin Enhanced Flavor I0nfused Waters 12 fl oz serving Product Order # GTIN Calories

Sodium (mg)

Potassium (mg)

Carbs (g)

Sugars (g)

Calcium (mg)

Brix Recon.

Shelf Life

Weight per Case

Pineapple Coconut Flavor Infused Water Beverage FznConc 5+1 12531060 00013800345875 0 25 0 <1 0 0 0.2 365 22.05

Strawberry Kiwi Flavor Infused Water Beverage AmbConc 5+1 10000701 10011100023759 0 25 20 1 0 0 0.3 180 22.05

Tropical Mango Flavor Infused Water Beverage AmbConc 5+1 10000702 10011100023766 0 20 20 <1 0 0 0.3 180 22.05

Watermelon Flavor Infused Water Beverage AmbConc 5+1 10000703 10011100023865 0 25 20 <1 0 0 0.3 180 22.05

Blueberry Pomegranate Flavor Infused Water Beverage AmbConc 5+1 10000687 10011100022714 0 20 20 1 0 0 0.3 180 22.05

Grape Raspberry Flavor Infused Water Beverage AmbConc 5+1 10000686 10011100022707 0 20 20 1 0 0 0.3 180 22.05

Lemonade Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Lemonade 15% FznConc 5+1 12306356 00011100926619 80 0 50 19 18 0 8.5 730 26.90

Lemonade 5% FznConc 5+1 12305408 00011100699100 70 0 75 19 17 0 8.3 730 25.80

Zero Sugar Lemonade 3% FznConc 5+1 10000937 10011100008046 5 35 10 2 0 0 .70 730 22.30

Raspberry Lemonade 11% FznConc 5+1 12305383 00011100431069 80 0 35 19 17 0 8.4 730 25.80

Lemonade Beverage Base 10% AmbConc 5+1 12305405 00011100667024 80 10 45 19 18 0 8.3 90 25.80

Iced Tea 12 fl oz serving Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

NESTEA Unsweet Iced Tea FznConc 11+1 10000805 00050000903139 0 0 20 0 0 0 .15 365 19.84

NESTEA Sweet Iced Tea FznConc 11+1 10000804 00050000373987 70 0 25 19 18 0 5.1 365 24.47

Iced Coffee Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

NESCAFÉ Iced Coffee 100% Arabica FznConc 4+1 12560132 00011100270972 0 0 0 0 0 0 1.30 365 26.90

Orange Juice Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Select Orange Juice 100% FznConc 4+1 10000677 10011100010193 120 0 510 27 22 20 11.8 730 26.60

Premium Orange Juice 100% FznConc 4+1 10000676 10011100010186 120 0 510 27 22 20 11.8 730 26.60

Orange Juice 100% w/added Calcium FznConc 4+1 10000940 10011100010155 120 0 510 28 22 340 12.2 730 26.80

Orange Juice Cocktail 65% FznConc 4+1 12306049 00011100397877 100 0 330 24 20 10 10.5 730 26.68

Orange Juice 100% w/added Ingredients AmbtConc 4+1 10000696 10011100023254 120 15 520 27 22 20 11.9 90 26.60

Orange Juice Blend 100% w/added Ingredients AmbtConc 4+1 10000691 10011100022981 120 15 430 28 23 20 11.8 90 26.60

Nutritionals based on 8oz serving size unless noted.NO HIGH FRUCTOSE

CORN SYRUP

3x3L

EXPRESSPAK

Apple Juice Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Apple Juice 100% FznConc 5+1 10000690 10011100020987 80 5 200 21 20 10 11.5 730 27.40

Apple Juice 100% w/added ingredients AmbConc 5+1 10000692 10011100023001 110 15 280 26 25 20 11.5 365 27.40

Cranberry Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Cranberry Cocktail 25% FznConc 4+1 12305406 00011100942565 100 0 25 25 24 0 10.2 730 26.00

Cranberry Cocktail 10% FznConc 4+1 12305385 00011100248315 100 0 5 26 25 0 10.6 730 26.24

Cranberry Juice Blend 100% AmbConc 4+1 10000963 10011100023582 110 15 230 27 23 10 11.5 365 26.46

Cranberry Juice Cocktail 10% AmbConc 4+1 12305403 00011100793587 90 5 20 24 23 0 9.9 365 25.79

Grape Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Grape Juice Cocktail 30% FznConc 5+1 12306357 00011100121656 100 0 75 26 24 0 11.1 730 28.00

Pineapple Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Pineapple Juice 100% FznConc 3+1 10000678 10011100010209 130 15 340 32 32 0 12.8 730 26.01

Juice Blends Product Order # GTIN Calories Sodium

(mg) Potassium

(mg) Carbs

(g) Sugars

(g) Calcium

(mg) Brix

Recon.

Shelf Life

Weight per Case

Citrus Peach Juice Cocktail 25% FznConc 5+1 12306355 00011100251261 110 20 90 27 25 0 11.2 730 28.00

Citrus Peach 10% AmbConc 5+1 12305420 00011100251902 100 30 55 25 23 0 10.6 730 26.90

Passion Fruit Orange Guava Flvrd Cktl 10% FznConc 5+1 12306029 00011100239887 100 30 55 25 23 0 10.6 730 26.90

Fruit Punch 10% FznConc 5+1 12305378 00011100336838 90 0 20 22 21 0 9.8 730 26.68

Nutritionals based on 8oz serving size unless noted.NO HIGH FRUCTOSE

CORN SYRUP

CASE CONFIGURATION YIELD

3x3L 8.95 x 8.75 x 14.5 0.657 60 20 x 3

Ratio 3+1 4+1 5+1 11+1

3x3L 1217 1521 1825 3650

3x3L

EXPRESSPAK

6958 • FS-9715 • 1/24All trademarks are owned by Société des Produits Nestlé S.A., Vevey, Switzerland.

UNMATCHED

PORTFOLIO

Full line of non-carbonated, cold beverage offerings

PERFECT

DISPENSE

Concentrate and water blend consistently every time

EVACUATES

COMPLETELY

No loss of product

CLOSED

SYSTEM

Enables easy cleaning without hassle of tubes or lines to flush

UNLIMITED

24/7 SUPPORT

From trained� Nestlé Professional service technicians

FLAVOR

FLIP

Offers beverages for every daypart

A SIMPLE BEVERAGE SOLUTION

The Nestlé Vitality Express Dispenser gives operators innovative state of-the-art equipment that leads the industry in efficiency, reliability, and food safety.

With the patented Flavor Flip feature, operators can serve 8 cold beverage assortments without recalibration from one easy-to-use machine.

Today’s customers are looking for more than just refreshment, they want something different!

Dispenser Dimensions Height 33.75” (85.73 cm), Width 15.0” (38.1 cm), Depth 24.3” (61.7 cm)

Type Refrigerated concentrate and water mixed on demand

Pump Four electronically controlled pump motors

Product Flow Rate Approximately 1.6 oz/second (47.3 ml). Varies with product.

Concentrate Capacity Four 3 liter Express Paks, plus Flavor Flip® that allows up to four alternate selections

Electrical System Solid state control electronics with self-diagnostic system. Available in two voltage configurations:

A. 110-120 VAC, 60 Hz, 8 FLA (15-16A at compressor start) B. 220-240 VAC, 50 Hz, 5 FLA

Security Key lock located on side of door. Night switch located behind graphics panel turns off water solenoid, pump motors, and graphics panel.

Refrigeration Dual capillary tube refrigeration system with individual controls for water chilling and concentrate cooling. Temperature is monitored by precision thermistors for accurate control.

Disense Five 5 oz. (148 ml) servings per minute under 45°F (7.2°C) at ambient air and incoming water temperature of 75°F (23.9°C)

Water Connection Inlet hose fitted with 3/8” male flare

Water Supply Pressure Requires 30-100 PSI

Approvals UL, C-UL, UL Sanitation, TUV, GS

Shipping Weight 160 lb. (72.8 kg)

Clearance 2” (5.08 cm) at rear, sides and top for ventilation

NESTLÉ VITALITY EXPRESS® COLD BEVERAGE DISPENSING SYSTEM

Certificate Of Completion Envelope Id: A9086540-166D-45CB-9A71-C1F55B0A4B4B Status: Completed

Subject: Ohio Veterans Home Georgetown: DocuSign Nestle New Account Onboarding Packet

Source Envelope:

Document Pages: 11 Signatures: 4 Envelope Originator:

Certificate Pages: 5 Initials: 0 Laura Bliss

AutoNav: Enabled

EnvelopeId Stamping: Enabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

VEVEY

VEVEY, Vevey 000000

Laura.Bliss@us.nestle.com

IP Address: 130.41.192.43

Record Tracking Status: Original

9/23/2025 12:43:35 PM

Holder: Laura Bliss

Laura.Bliss@us.nestle.com

Location: DocuSign

Signer Events Signature Timestamp John C. Harris, Jr./by Jennifer L. Prindle jennifer.prindle@dvs.ohio.gov

Director, ODVS

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 156.63.69.185

Sent: 9/23/2025 1:01:03 PM

Viewed: 9/24/2025 6:23:34 AM

Signed: 9/26/2025 6:14:38 AM

Electronic Record and Signature Disclosure:

Accepted: 9/24/2025 6:23:34 AM ID: 2822c953-8378-467c-8164-5abaa4c7991a

Laura Bliss

Laura.Bliss@us.nestle.com

Sr. Inside Sales Representative

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 137.83.220.134

Sent: 9/26/2025 6:14:40 AM

Viewed: 9/26/2025 6:40:14 AM

Signed: 9/26/2025 6:40:32 AM

Electronic Record and Signature Disclosure:

Accepted: 4/6/2021 8:09:32 AM ID: 2fb2bf21-2be9-41e3-b702-f8fc0b30905c

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/23/2025 1:01:03 PM

Certified Delivered Security Checked 9/26/2025 6:40:14 AM

Envelope Summary Events Status Timestamps Signing Complete Security Checked 9/26/2025 6:40:32 AM

Completed Security Checked 9/26/2025 6:40:32 AM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

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If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

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Electronic Record and Signature Disclosure created on: 7/2/2019 11:30:42 AM Parties agreed to: John C. Harris, Jr./by Jennifer L. Prindle, Laura Bliss

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you.