NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made as of this _____day of ______, 2016 (“Effective Date”) by and between Fresh Direct, LLC (the “Company”) and ______, a ______corporation, with its principal place of business located at ______(“You”). Confidential Information (defined below) given to you by the Company or any person controlled by the Companyin connection with the contemplated transaction shall be deemed confidential hereunder. As a condition to your being furnished such Confidential Information, you agree to treat any Confidential Information in accordance with the provisions of this agreement and to take or abstain from taking certain other actions herein set forth.

  1. “Confidential Information” will mean any and all tangible and intangible information, whether written, oral, or in any other medium, originated by or uniquely within the knowledge of the Disclosing Party and not generally available to third parties that is disclosed to you in connection with the contemplated transaction. Confidential Information may include, without limitation, any and all locations, specifications, trade secrets, financial information, know-how, designs, methodologies, processes, manuals, marketing information, price lists, customer lists, supplier lists, employee information, computer programs, and systems designs.
  2. The term "Confidential Information" does not include information which:
  3. is already in your or your Representatives’ (defined below) possession or known to you or your Representatives prior to receiving such from the Company;
  4. is or becomes generally available to the public other than as a result of a disclosure by you or any of your directors, officers, employees, attorneys, agents, representatives, or affiliates or advisors (collectively, "Representatives") in violation of this agreement;
  5. becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or its respective advisors or;
  6. is, on the advice of counsel, required to be disclosed by law or legal process or to a regulatory authority of competent jurisdiction.
  7. You hereby agree that the Confidential Information will be used solely for the purpose as determined by the Company and for the evaluation of the transaction contemplated hereunder andnot for any other purpose and, except as required by law, or otherwise permitted herein, that such information will be kept confidential by you and your Representatives. You agree, at your sole expense, to take no less than the same degree of care for such information as you do with respect to your own confidential information (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.
  8. In the event that you or your Representatives are requested in any proceeding or are required by applicable law or a regulatory authority to disclose any Confidential Information, you will give the Company prompt notice of such request or requirement so that the Company may seek the appropriate protective order or other appropriate remedy. If in the absence of a protective order or other appropriate remedy, you (or such other person) are nonetheless compelled by law to disclose Confidential Information, you (or such other person) may disclose such information (but only to the extent so required) without liability hereunder; provided, however, that you give the Company written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon the Company's request and at the Company's expense, use reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such information, including without limitation, by cooperating with the Company to obtain an appropriate protection order.
  9. You agree that you will not, without prior written consent of the Company, enter into any agreement, arrangement or understanding, with any persons using or exploiting the techniques described in the Confidential Information. You will not use the Confidential Information for any purpose other than the evaluation of the contemplated transaction. The term "person" as used in this agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.
  10. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. You agree that neither the Company nor any of its officers, directors, employees, representatives or advisors shall have any liability to you or any of your directors, officers, employees, representatives or advisors resulting from the use or content of the Confidential Information.
  11. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserve the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
  12. Within five (5) days after being so requested by the Company, you shall promptly redeliver to the Company or destroy all written Confidential Information and shall deliver any other written material containing or reflecting any information in the Confidential Information.
  13. You acknowledge that any breach of this agreement would cause irreparable harm to the Company and the Company could not be made whole by money damages. It is understood and agreed therefore that money damages would not be a sufficient remedy for any breach of this agreement and that the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or in equity to the Company.
  14. In addition to any other remedies available, you shall indemnify the Company against any losses and liabilities arising out of disclosure or use of any Confidential Information by any Representatives of yours other than as authorized in this agreement.
  15. The term of this Agreement shall be one (1) year from the Effective Date. The obligations hereunder shall survive for a period of three (3) years following the termination of this Agreement.
  16. This agreement shall be governed by and in accordance with the laws of the State of New York without reference to conflict of laws principles.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date first set forth above.

Fresh Direct, LLC______

By: ______By: ______

Name: ______Name: ______

Title: ______Title: ______

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