VENDOR NON-DISCLOSURE AGREEMENT

As used herein, “DreamMaker Foods” refers to DreamMaker Foods Consulting Services and all clients represented by DreamMaker foods . “Vendor” is identified below.

DreamMaker Foods intends to disclose or has disclosed certain information (either verbally and/or visually, intentionally and/or unintentionally) to Vendor in connection with their business dealings. DreamMaker Foods considers at least some of the information it will disclose or has disclosed to be Confidential and/or Trade Secret Information as that term is defined below. In consideration of DreamMaker Food’s disclosure of Confidential and/or Trade Secret Information and for other good and valuable consideration, the receipt and sufficiency of which Vendor hereby acknowledges, Vendor agrees to receive and/or maintain the information disclosed by DreamMaker Foods subject to the terms and conditions of this Agreement. Vendor acknowledges that DreamMaker Foods is providing it or has provided it with information that DreamMaker Foods deems to be Confidential and/or Trade Secret Information.

1.  DEFINITION OF "CONFIDENTIAL AND/OR TRADE SECRET INFORMATION". As used in this Agreement, the term "Confidential and/or Trade Secret Information" means all information relating to or used in DreamMaker Food’s business, including, but not limited to, all business and manufacturing processes, procedures, and strategies, business systems, methods of doing business, data, reports, specifications, formulae, recipes proposals, business plans and analyses, financial information and projections, personnel information, information about marketing and sales, information about products or pricing, information about customers or potential customers, information about vendors or potential vendors, information about systems, including communication and information systems, information about the capabilities of or plans for existing or future technology, information about future stores, information about third-party software, and any information supplied to DreamMaker Foods by a third-party and marked “confidential” or “proprietary.” Without limitation, Vendor acknowledges that Confidential and/or Trade Secret Information includes all formulae and/or recipes relating to the manufacture or composition of DreamMaker Food’s food products including products developed for it’s customers. The foregoing notwithstanding, the term “Confidential and/or Trade Secret Information” does not include and Vendor shall have no obligation of confidentiality with respect to any information that:

a)  was publicly available at the time it was disclosed to Vendor or which, through no act or omission of Vendor, becomes publicly available before Vendor discloses it to a third party;

b)  Vendor already rightfully possessed before DreamMaker Foods disclosed it to Vendor; or

c)  Vendor rightfully receives without obligation of confidentiality from any third party;

2.  OBLIGATION OF CONFIDENTIALITY. Vendor shall not disclose Confidential and/or Trade Secret Information to any of its officers, directors, employees, contractors or agents or to any third party without DreamMaker Food’s written consent, except that Vendor may disclose such information to its officers, directors, and employees,

a)  whose duties justify their need to know such Confidential and/or Trade Secret Information, and

b)  who have been clearly informed of their obligation to maintain the confidential status of such Confidential and/or Trade Secret Information.

The foregoing notwithstanding, Vendor may disclose Confidential and/or Trade Secret Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided Vendor has given DreamMaker Foods prior written notice of such required disclosure and, to the extent reasonably possible, has given DreamMaker Foods an opportunity to contest such required disclosure at DreamMaker Food's expense. Vendor agrees that Vendor will not create, design, manufacture, offer or sell any products incorporating any DreamMaker Foods Confidential and/or Trade Secret Information, or other items identical to or suggestive of such products, to any third party, without the prior express written consent of DreamMaker Foods.

3.  PROTECTION OF CONFIDENTIAL AND/OR TRADE SECRET INFORMATION. Vendor shall use the same care to prevent disclosure of DreamMaker Food’s Confidential and/or Trade Secret Information as Vendor uses with respect to its own Confidential and/or Trade Secret Information of a similar nature, which shall not in any case be less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, Vendor shall take reasonable action by instruction, agreement or otherwise with respect to Vendor’s employees or other persons permitted access to Confidential and/or Trade Secret Information to cause them to comply fully with Vendor’s obligations hereunder with respect to the use, copying, protection, and security of the Confidential and/or Trade Secret Information. Without limitation, to the extent Vendor has any documents reflecting any Confidential and/or Trade Secret Information, including product formulae, recipes, test methods, development methods, and quality control procedures, such documents shall be kept in a secure and locked container at all times. Additionally, any such information that is stored on computerized media, including hard drive, CD-ROM, floppy disk, and the like, shall be password protected and stored in a secure and locked container whenever reasonably possible.

4.  RETURN OF CONFIDENTIAL AND/OR TRADE SECRET INFORMATION. Upon the written request of DreamMaker Foods, Vendor shall cease using and promptly return to DreamMaker Foods all copies of any Confidential and/or Trade Secret Information then in Vendor’s possession or under Vendor’s control. Upon the written request of DreamMaker Foods, Vendor shall certify in writing that Vendor has complied with the obligations set forth in this paragraph.

5.  CONFIDENTIALITY PERIOD. Confidential and/or Trade Secret Information disclosed pursuant to this Agreement shall continue to be subject to the terms of this Agreement for 99 years or until DreamMaker Foods certifies in writing to Vendor that Vendor is no longer bound by the terms and conditions of this Agreement, whichever occurs first.

6. INJUNCTIVE RELIEF. Vendor acknowledges that the disclosure by Vendor of Confidential and/or Trade Secret Information in a manner not authorized by this Agreement would be likely to cause immediate and irreparable damage that could not be fully remedied by monetary damages. Vendor therefore agrees that DreamMaker Foods may specifically enforce this Agreement and may seek such injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized disclosure without the necessity of proving actual damage by reason of any such breach or threatened breach of this Agreement.

7. GENERAL. This Agreement shall be binding upon and inure to the benefit of Vendor and DreamMaker Foods and their respective successors and lawful assigns. The laws of the State of Minnesota shall govern this Agreement. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of this Agreement or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available at law, in equity or otherwise.

VENDOR:

Signature:

Date:

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