Lindt & Sprüngli (North America) Inc., 4717 Grand Avenue, Suite 700, Kansas City, MO 64112 (hereinafter "LINDT") may disclose and/or grant access to the recipient named below ("Recipient"), to certain Confidential Information (as hereinafter defined) for the limited purpose of distribution facility tour (the "Purpose").

By duly executing this confidentiality agreement (the "Agreement"), the Recipient agrees as follows:

For the purpose of this Agreement, the term "Confidential Information" shall mean any and all proprietary, confidential and/or sensitive commercial or technical information regarding LINDT and its affiliates relating to chocolate manufacturing (including production technique and engineering), packing, distributing, exporting, logistics, advertising, marketing and selling confectionery products, as well as know-how and other information related to LINDT's and its affiliates' business processes and operations, their clients, competitors and markets, including any information or analysis derived from such Confidential Information, whether disclosed orally or in writing, electronically or in any other tangible or intangible form, and whether or not expressly marked as "confidential". Confidential Information shall particularly include, but not be limited to, the physical and chemical characteristics of compounds, product specifications, manufacturing processes and operations, compositions, formulations, recipes, formulation techniques, analytical methodology, safety and efficacy data, testing data, future market and product plans, marketing and financial data, know-how, trade secrets, ideas and other information of a technical, scientific, or commercial nature.

1. Recipient hereby covenants and undertakes to treat all Confidential Information as proprietary and to keep it strictly confidential and, unless with the prior express written consent of LINDT, not to disclose any Confidential Information to third parties and to only use such Confidential Information exclusively for the Purpose and for no other purpose. Recipient shall use its best efforts to protect unauthorized disclosure of Confidential Information to third parties, such efforts being not less than those it employs with respect to its own confidential information.
2. The Confidential Information disclosed shall remain strictly confidential unless and to the extent that Recipient can prove by documentary evidence that the Confidential Information:

• was, is or has become lawfully available to the public domain other than through a breach of this Agreement;
• was lawfully known to Recipient prior to the time of disclosure by LINDT;
• was lawfully received from a third party not bound by confidentiality obligations;
• was independently developed by Recipient without use of or reliance on the Confidential Information; or
• was ordered to be disclosed by the competent judicial or governmental authorities. In such a case, Recipient shall inform LINDT of its obligation to disclose Confidential Information promptly and if possible prior to such disclosure. If LINDT wishes to challenge such order, Recipient shall assist LINDT in doing so.

3. Recipient shall disclose the Confidential Information only on a need-to-know-basis to its officers or employees (i) who reasonably require knowledge of the Confidential Information for the limited Purpose, and (ii) who have a secrecy obligation vis-à-vis Recipient which is comparable to the secrecy obligation stipulated herein.
4. Except as expressly stated in writing by LINDT, neither the disclosure of Confidential Information pursuant to this Agreement nor anything contained in this Agreement shall be construed as expressly or implicitly granting any rights to Recipient in respect of any patent, copyright, license or other intellectual property right in force and belonging to or disclosed by LINDT or its affiliates.
5. At any time upon LINDT's first request, Recipient shall immediately cease all and any use of the Confidential Information and immediately return to LINDT or destroy all written or electronic material containing Confidential Information and all information in whatever form developed therefrom from which the Confidential Information is revealed or could be ascertained, without retaining copies thereof except to the extent that Confidential Information is stored in accordance with mandatory applicable laws related to the storage of documents and files. Notwithstanding completion of the Purpose or return or destruction of the documents and materials containing the Confidential Information, Recipient shall continue to be bound by the obligations and undertakings set out in this Agreement. Recipient shall, upon the written request of LINDT, promptly certify the destruction or return of all Confidential Information and all copies thereof.
6. In the event of a breach or a threatened breach of the terms of this Agreement, LINDT shall be entitled to an injunction restraining Recipient, its officers or employees about to commit any breach of this Agreement or who have committed a breach of this Agreement from continuing the same, without showing or proving any actual damage sustained by LINDT. Recipient acknowledges that money damages are inadequate to compensate LINDT for any breach of this Agreement. Nevertheless, in the event of such breach, LINDT shall, in addition to this injunctive relief, be entitled to any and all other remedies provided for by the law including, but not limited to, an award of damages.
7. Notwithstanding any provision contained herein, this Agreement shall not be construed as imposing on LINDT an obligation to provide or disclose any information (including Confidential Information), nor shall it impose on LINDT any obligation whatsoever to enter into a contract with the Recipient or any person whatsoever in relation with the Purpose.
8. Recipient acknowledges and agrees that LINDT has not made or does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Recipient acknowledges and agrees that LINDT or its affiliates shall not have any liability to Recipient resulting from the use of the Confidential Information.
9. This Agreement shall be effective from the date it is signed by the Recipient. Recipient's confidentiality obligations set forth under this Agreement shall continue to remain in force for as long as the Confidential Information remains confidential, secret or otherwise sensitive.
10. This Agreement, including this provision, may not be amended except by a written document signed by LINDT and the Recipient. Recipient may not transfer or assign its obligations arising under this Agreement. LINDT may at any time transfer or assign this Agreement or rights hereunder to any of its affiliates.
11. The Recipient hereby irrevocably acknowledges and agrees that the competent court at the domicile of LINDT shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Agreement or breach thereof and that this Agreement shall be governed and construed by the substantive laws of the state of Missouri (to the exclusion of provisions on conflicts of laws principles).