Employee All Other

EMPLOYEE CONFIDENTIALITY, ASSIGNMENT AND

PROTECTIVE COVENANTS AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into and shall be effective as of the day of, (the “Effective Date”), by and between the undersigned individual (“Employee”), and DiscoverFresh Foods, a South Carolina corporation (together with its subsidiaries and affiliates,

“Company”).

1. Employment at Will; Loyalty and Best Efforts; Representations and Warranties.

(a) The employment relationship between Employee and Employer may be terminated by either Employee or Employer with or without reason or cause at any time upon written notice. This Agreement is not an employment agreement for any term. If Employee’s employment terminates for any reason, whether voluntary or otherwise, all of Employee’s base salary, bonuses, commissions and other compensation shall cease as of the date of such termination and the obligations of Employer to make any further payments to Employee, except for payments of any accrued base salary and benefits (specifically excluding bonuses, commissions and other similar forms of compensation) due to Employee as of the effective date of the termination of Employee’s employment, shall cease and terminate.

(b) Employee shall devote Employee’s entire time during working hours, undivided loyalty and best efforts to the business of Employer. Employee shall not, at any point during Employee’s employment with Employer, engage or participate in any enterprise or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests.

(c) Employee represents and warrants to Company that Executive has conducted and shall conduct her/himself at all times in good faith; that when acting in his official capacity for Employer, Employee shall and has reasonably believed that Employee’s conduct is and was in the best interests of Company; and that at all other times Employee shall and has reasonably believed Employee’s conduct is and was at least not opposed to Company’s best interest. Employee further represents and warrants that any and all statements made or information provided by Employee to Employer is true and accurate in all respects; that none of such statements or information contains any untrue or inaccurate information or omits to state any fact necessary to make any of such statements or information not misleading; and that Employee is not aware of any information regarding Employee or Company that could have a material adverse effect on Company.

(d) Employee represents and warrants to Company that Employee has not previously assumed or undertaken any obligation to any person, firm, corporation or other business entity inconsistent with Employee’s employment by Company or the performance of Employee’s duties and responsibilities as an employee of Employer; that Employee’s employment by Employer does not violate any previous employment agreement or other contractual obligation of Employee in any way; that Employee has not and shall not bring with Employee to Employer, or use in the performance of Employee’s duties and responsibilities as an employee of Employer, any materials, documents or proprietary information of a former employer that are not generally available to the public, unless Employee has obtained express, written authorization from such former employer to do so; and that Employee has delivered to Company a true and correct copy of any employment, confidentiality, noncompetition, nonsolicitation, or similar agreement to which Employee is a party with any such former employer that remains or may remain in effect as of the date of this Agreement.

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2. Employee Acknowledgments.

(a) Employee recognizes that Company is engaged in the business of manufacturing, packing, co- packing, marketing, selling, re-selling, shipping and distributing food products in the United States and throughout the world, and that it is of utmost importance to Company to maintain the confidentiality of its Confidential Information (as defined below) and to preserve the goodwill of its business and with its customers, distributors, suppliers, vendors, employees, agents and contractors. Employee further recognizes that Company has and shall continue to devote valuable resources to training Employee in Company’s business methods, policies and procedures.

(b) Employee understands that Company has and shall continue to provide Employee with access to its Confidential Information and access to its customers, distributors, suppliers, vendors, employees, agents and contractors. In order to safeguard all such Confidential Information, goodwill and investment in Employee, Employee further understands that it is a condition of Employee’s employment and Employee’s continued employment with Employer to abide by the restrictions described in this Agreement.

(c) Employee agrees that Employee shall be bound by this Agreement not only in Employee’s current job assignment with Employer but also in all other jobs to which Employee is assigned while employed by Employer.

(d) Employee agrees to be bound by this Agreement in circumstances of both voluntary and involuntary termination of Employee’s employment.

3. Protection of Confidential and Proprietary Information.

(a) Company has valuable confidential and proprietary information that is not generally known to its competitors or the public. As used in this Agreement, the term “Confidential Information” means information belonging to Company or otherwise in Company’s possession which is of value to Company in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to Company. Confidential Information includes, without limitation, contract terms and rates; negotiating and contracting strategies; special events and event planning status; facility and plant status; financial information, data, reports and forecasts; technology, inventions, improvements and other intellectual property; product plans or proposed product plans; services plans or proposed services plans; website plans or proposed website plans; publication plans or proposed publication plans; trade secrets; know how; designs, processes or formulae; software; market or sales information, plans or strategies; employee, contractor, agent, customer, sources, distributor, supplier and vendor information; product and service pricing methodologies, strategies and practices; regulatory, warranty and other manuals; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by Company. Confidential Information also includes Intellectual Property (as defined below) and information developed by Employee in the course of Employee’s employment by Employer and the confidential information of others with which Company has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of Employee’s duties or the duties of others. As used in this Agreement, the term “Intellectual Property” collectively means trademarks, service marks, logos, trade dress, trade names, trade secrets, know how, business processes, techniques, recipes, formulae, methods and all additional intellectual property relating to Company and the products and services offered thereby.

(b) Employee recognizes that the Confidential Information gives Company a special competence in Company’s various endeavors and that the Confidential Information has been developed or acquired at 3

considerable expense to Company. Employee further recognizes that Company operates and offers products and services nationwide and globally and is engaged in the continuous development of such Confidential Information. Employee acknowledges that Employee’s employment with Employer creates a relationship of confidence and trust between Employee and Company with respect to Confidential Information which is discovered, made known to, or learned by Employee during the period of Employee’s employment. Employee further acknowledges that Company would not permit Employee to have access to Confidential Information but for Employee’s promises in this Agreement. Employee agrees that the Confidential Information is and shall be the sole and exclusive property of Company.

(c) Employee has not and shall not, during or after the period of Employee’s employment: (i) use any Confidential Information for personal benefit or for any purpose other than furthering the legitimate business interests of Company within the scope of Employee’s duties; (ii) use any Confidential Information to compete with Company in any way; or (iii) disclose or transfer any Confidential Information to any person or entity other than personnel authorized by Company.

(d) Employee has not and shall not, during or after the period of Employee’s employment, remove or transfer any Confidential Information from Company’s premises or systems (by any method or means) except for use in Company’s business and consistent with Employee’s duties.

(e) In the event Employee’s employment terminates for any reason, whether voluntary or involuntary, Employee shall deliver to Employer prior to or immediately upon the effective date of termination of employment all Company property, and all documents and materials of any nature containing any Confidential Information, without retaining any copies. Employee shall also immediately deliver to Employer any and all such property, documents and materials at any time upon the request of Employer.

(f) During Employee’s employment with Employer, Employee agrees only to use information systems, including without limitation computer resources (both on and off Employer’s premises) for which Employee has been granted access and then only to the extent authorized by Employer. Employee further agrees to comply with Employer’s policies and procedures concerning computer security. Employee acknowledges that Employer retains the right to review any and all electronic mail communications, with or without notice, at any time.

4. Company Records. Employee shall keep and maintain complete, organized, and up-to-date written records and/or files concerning any information related directly or indirectly to Company’s business which is made or compiled by, delivered to, made available to, or otherwise obtained by Employee. Such written records and/or files, including, without limitation, any notebooks, reports, photographs, sketches, drawings or models of Intellectual Property, research, correspondence, software, disks, diskettes, CD- ROM’s, DVD’s and similar materials, shall be available to Company at all times. All written records and/or files, as provided in this Section 4, and all other documents, data, computer equipment, software, manuals, or any other material or property, whether in written or electronic form, concerning Company’s business, and made or compiled by, delivered to, made available to, or otherwise obtained by Employee, are and shall be the sole and exclusive property of Company. Employee shall deliver all such materials promptly to Employer upon the termination of his employment or at any other time when Employer so requests, and Employee shall not retain any copies, notes (including handwritten notes), software, disks, diskettes, CD-ROM’s, DVD’s or similar materials, or excerpts thereof. 5. Other Protective Covenants. Employee stipulates that: (i) the protective covenants provided for below are reasonable and necessary to protect legitimate business interests of Company, and do not impose an unreasonable burden upon Employee or the public; (ii) confidentiality obligations standing 4

alone are inadequate to protect Company’s legitimate business interests and to prevent irreparable harm; and (iii) Company has relationships with its customers, sources, distributors, suppliers and vendors that are of a long-term repeat nature and that take significant Company time, expense and effort to develop and maintain.

(a) Definitions. Employee acknowledges and agrees that:

(b) Restriction Against Bad Conduct and Disparagement of Company. Employee shall not, during the period of employment, be associated with any conduct or controversy that is generally viewed by the public as offensive or reprehensible from a legal or moral perspective. Employee further covenants and agrees that, during and after the period of Employee’s employment, Employee shall not make or publish, verbally or in writing, any statements concerning Company, its officers, directors, owners, employees, agents or representatives, which statements are or reasonably may be construed maligning, denigrating or disparaging or as otherwise being injurious or inimical to the best interests of Company or such individuals, including, but not limited to, statements alleging that Company and/or its officers, directors, owners, employees, agents or representatives have acted improperly, illegally or unethically or have engaged in business practices which are improper, illegal or unethical. Nothing in this Agreement shall prevent Employee from responding to subpoenas that are valid and enforceable under the law applicable to this Agreement as issued by a court of law or government agency having jurisdiction over the matter, nor shall this Agreement prohibit Employee from responding to any inquiry initiated and made by any government agency having authority to initiate and make an inquiry; provided, however, that in the event disclosure is required by law or sought by way of a government inquiry, to the extent not prohibited by law, Employee shall immediately give Company notice of such requirement in order to provide Company an opportunity to seek an appropriate protective order prior to any such required disclosure by Employee. 6. Rights of Others. Employee understands that Company is now and may hereafter be subject to nondisclosure or confidentiality agreements with third parties that require Company to protect or refrain from use of such third parties’ confidential or proprietary information. Employee agrees to respect and to be bound by the terms of such agreements in the event Employee has access to such confidential or proprietary information.

7. Remedies for Breach. Employee understands the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of Company and Employee considers such restrictions reasonable for such purpose. Any breach of this Agreement shall cause Company substantial, irreparable damage and therefore, in the event of such breach, Company, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief. Employee agrees that if Employee violates any of Employee’s obligations under this Agreement, Employee shall, in addition to any and all other remedies, pay Company all reasonable attorney’s fees and court costs that Company incurs in enforcing its rights under this Agreement. Employee further agrees to indemnify, defend and hold harmless Company, and its officers, directors, owners, employees, agents and representatives, from and against any and all claims, demands, losses, damages, liabilities and expenses

(including, without limitation, reasonable attorneys’ fees) incurred by such indemnitees in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (including, but not limited to, infringement claims), or any settlement thereof, which arises directly or indirectly from, as a result of, or in connection with the non-fulfillment or breach of any representation, warranty, covenant, agreement, responsibility, or obligation of Employee contained in or contemplated by this Agreement.

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8. Governing Law; Jurisdiction. Although Employee may work for Company in various locations, Employee agrees that this Agreement shall be interpreted and enforced as a South Carolina contract under seal and shall be interpreted and enforced in accordance with the laws of the State of South Carolina without regard to its conflict of laws rules. Employee agrees that any action arising out of or in connection with this Agreement or Employee’s employment with Employer shall be brought only in the state or federal courts located in Greenville County, South Carolina, and Employee hereby waives any rights to assert jurisdiction or venue in any other court. 9. Other Terms. Nothing contained in this Agreement shall be construed as granting or conferring upon Employee any license under patent applications, patents, copyrights, trademarks, or any other proprietary rights of Company. If any portion of this Agreement is determined to be unenforceable, invalid or illegal for any reason, the remainder of this Agreement shall be enforced to the fullest extent possible. Unless otherwise prohibited by law, the unenforceable portion shall be amended by a court of competent jurisdiction, or shall otherwise be interpreted, to reflect as nearly as possible the parties’ intent without being unenforceable. Otherwise, any such unenforceable provision shall be deemed to be severed from this Agreement. The failure of Employer or Company to insist upon strict compliance with any of the terms, obligations or conditions of this Agreement shall not be deemed a waiver of those terms, obligations or conditions. This Agreement and the rights and duties created hereunder are personal and shall not be assignable or delegable by Employee. Any purported assignment shall be void and without effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including any corporation or entity with which or into which Employer or Company may be merged or which may succeed to Employer’s or Company’s assets or business. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all prior oral or written agreements or understandings between the parties relating to such subject matter. This Agreement may not be changed orally, but only by an agreement in writing signed by both parties. 6

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Employee and Company have executed this Agreement as of the Effective Date indicated above.

THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS. READ THIS AGREEMENT FULLY AND CAREFULLY.

BY SIGNING BELOW, EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THE ABOVE AGREEMENT CONCERNING EMPLOYMENT AND UNDERSTANDS AND AGREES TO EACH OF THE PROVISIONS.

EMPLOYEE:

Print Name:

Sign:

COMPANY:

DISCOVERFRSH FOODS

By:

Name: Corderiette Calhoun

Title: Director of Human Resources

Ma

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