1. The products (“Products”) contained in any shipment or delivery made by Supplier, its subsidiaries or division made for or on behalf of FINICA FOOD SPECIALTIES LTD. its subsidiaries, franchisees, or affiliates (collectively referred to as “Buyer” ) is hereby guaranteed, as of the date of such shipment or delivery:

a) To not be adulterated or misbranded within the meaning of any applicable US Federal or State regulations

b) To not be an article which cannot be introduced into interstate commerce under any applicable US Federal or State regulations, and

c) To be in compliance with all applicable US Federal, State, and local laws.

2. Supplier agrees to defend, indemnify and hold harmless Buyer and its employees, officers, directors, agents or subcontractors and franchisees from all actions, suits, claims and proceedings and any resulting judgments, damages, fines, costs, and expenses (including reasonable attorney’s fees) if such actions are:

a) Brought or commenced by US Federal, State or local government authorities against Buyer alleging that any Product sold by Supplier to or on the order of Buyer did not, as of the date of delivery, meet the guaranty set fourth in Paragraph 1:

b) Brought or commenced by any person or entity against Buyer for the recovery of damages for the injury, illness, and/or death of any person or damage to property arising out of or alleged to have arisen out of

• the delivery, sale, resale.
• labeling, use or consumption of any products, or
• the negligent acts or omissions of Supplier; provided however, that Supplier’s indemnification obligations here under shall not apply to the extent that Claims are caused by the sole negligence of the Buyer.
• Buyer shall notify Supplier promptly of the service of process or the receipt of actual notice of any Claim.

c) Brought or commenced by US Federal government authorities or Customers against Buyer due to an invalid or expired FDA Registration Number.

3. Supplier agrees to maintain in effect insurance coverage covering Product liability and excess liability, all with such limits as are sufficient in Buyer’s reasonable judgment, to protect Supplier and Buyer from the liabilities insured against by such coverage’s. Supplier’s insurance described herein shall be primary and the buyers insurance shall be non-contributory. Supplier shall furnish a certificate evidencing the obligations of its insurance carriers not to cancel or materially amend such policies without (30) day’s prior written notice to Buyer. In addition, Buyer shall be named as an additional insured using Form CG 20 26-Designated Person or Organization Endorsement, or other similar form acceptable to Buyer, with respect to the commercial general liability policy including Product’s liability. Excess/umbrella liability coverage’s will also name Buyer as an additional insured.

4. This Guaranty and Agreement is continuing and shall be in full force and effect and shall be binding upon Supplier with respect to each and every Product shipped or delivered to Buyer by the Supplier.