THE KROGER CO.

Grocery Supplier Agreement

About this Contract

Kroger’s grocery supplier agreement governs CPG and fresh-food vendors
selling to Kroger banners (Ralphs, Fred Meyer, Harris Teeter, etc.) and the
Our Brands portfolio.

Grocery Supplier Agreement

This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:

THE KROGER CO., an Ohio corporation, 1014 Vine Street, Cincinnati, OH 45202
(“Kroger”), and [SUPPLIER] (“Supplier”).

Each a “Party” and collectively the “Parties”.

RECITALS

WHEREAS, Kroger operates supermarkets and online grocery; Supplier supplies
food and consumer goods.

NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. Scope

Master terms governing all POs across all Kroger banners and divisions.
KOMPASS and Vendor Hub portal required.

2. Pricing and Trade Funds

Cost, list, scan-down, off-invoice, slotting fees, and free-fill upon
launch.

3. Food Safety and FSMA

FSMA compliance, GFSI certification, allergen control, traceability, and
HACCP plans required. Recalls require immediate notification.

4. Our Brands

Private-label IP (Simple Truth, Private Selection, Kroger) is owned by
Kroger; co-manufacturing exclusivity required.

5. Delivery

DSD or warehouse. OTIF, temp-controlled compliance, Sustainability metrics
tracked.

6. Payment

Net 30 to Net 90 by category.

7. Warranty/Indemnification

Standard indemnification + food-specific recalls + Prop 65.

8. Insurance

$5M CGL with product liability and food-borne illness coverage.

9. Term/Termination

60-day convenience; immediate cause.

10. General

Ohio law; Hamilton County jurisdiction.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

THE KROGER CO.: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________