NON-DISCLOSURE AGREEMENT

By accessing this video regarding the business plans of Eden Food Systems, LLC, a Texas
limited liability company (EDEN), you, on behalf of yourself and the company that your
represent (You), are agreeing to this Nondisclosure Agreement (the Agreement). If you do
not agree to the terms and conditions of this Agreement, then do not access or view the video.
This video contains proprietary and confidential information of EDEN and You are being
given access to this video and the proprietary and confidential information of EDEN embodied
therein in connection with the evaluation, negotiation and/or pursuit of a potential business
arrangement (the Business Purpose).
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, You hereby agree as as follows:
1. Confidential Information. Confidential Information means (i) confidential and
proprietary information of EDEN embodied in this video, including without limitation financial
information, product plans and specifications, designs, costs, prices, names of customers,
suppliers and partners, finance and business forecasts, procurement requirements and vendor
information, sales and marketing plans, business plans and opportunities, orders, personnel
information, customer lists, mailing lists, research and development activities, strategic plans,
analyses, roadmaps, models, intellectual property, technology, trade secrets, know-how,
equipment, methods and procedures; (ii) other information that EDEN identifies in writing as
confidential before or within ten (10) days after disclosure to You; and (iii) information that You
know or have reason to know is confidential, trade secret, or proprietary information of EDEN. It
is understood that Confidential Information may include proprietary information of third parties
to whom the EDEN owes a duty of confidentiality.
2. Exclusions. Confidential Information does not include information that: (i) is now, or
hereafter becomes, through no act or failure to act on the part of You, generally known or
available to the public; (ii) was acquired by You before receiving such information from EDEN
and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to You by a
third party, without restriction as to use or disclosure; (iv) is information that You can document
was independently developed by You; or (v) is required to be disclosed pursuant to law, provided
You use reasonable efforts to give EDEN advance written notice of such required disclosure.
3. Compelled Disclosure. In the event that You are required to make disclosures of
Confidential Information (a) as required by any law, or any government or administrative
regulation or rule, or (b) as a result of court order or other legal process, You shall provide
EDEN with prompt written notice so that, in the case of (a), EDEN can work with You to limit
the disclosure to the greatest extent possible consistent with legal obligations or, in the case of
(b), EDEN can seek a protective order or other appropriate remedy. In the event that EDEN is
unable to obtain a protective order or other appropriate remedy, You shall furnish only that
portion of the Confidential Information which it is advised by legal counsel is legally required to
be furnished.
4. Limitations on Disclosure and Use. You agree to: (i) hold EDEN's Confidential
Information in strict confidence, exercising at least the same degree of care as used by You to
protect Your own proprietary or confidential information; and (ii) use the Confidential
Information of the EDEN solely in connection with the Business Purpose, and not for any other
purpose whatsoever.
NON-DISCLOSURE AGREEMENT
5. No Obligation. Neither party is under any obligation to pursue any transaction or
business relationship with the other as a result of the review of this video by You.
6. Ownership. You acknowledge that all of EDEN's Confidential Information is owned
solely by EDEN or its subsidiaries or affiliates (or their respective licensors). You recognize and
agree that nothing contained in this Agreement will be construed as granting any rights to You,
by license or otherwise, to any of the Confidential Information disclosed hereunder (including,
without, limitation, any trademark, patent, copyright, trade secret or other intellectual property
right of EDEN).
7. Disclaimers. NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY EDEN
WITH RESPECT TO ANY CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS
AGREEMENT. ALL INFORMATION DISCLOSED HEREUNDER IS PROVIDED AS IS.
8. Remedies. You agree that the unauthorized disclosure or use of EDENs Confidential
Information would cause irreparable harm and significant injury, the degree of which may be
difficult to ascertain. Accordingly, You agree that EDEN may have the right to seek an
immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any
and all other rights and remedies available at law or in equity for such a breach.
9. Length of Obligation. Your obligations under this Agreement as to the Confidential
Information your receive hereunder shall continue in full force and effect for a period of five (5)
years.
10. Return or Destruction of Confidential Information. Upon EDEN's request, You will
promptly return or destroy all material embodying Confidential Information in its possession or
under its control and confirm in writing that it has destroyed any and all notes, analyses, studies
and the like which are based upon or otherwise incorporate the Confidential Information,
including in each case any and all copies thereof in Your possession.
11. Miscellaneous. This Agreement will bind You and company you represent and their
respective legal representatives, successors and assigns; provided however that You shall not
transfer or assign its rights or obligations under this Agreement and/or in respect of the
Confidential Information, without the prior written consent of EDEN. This Agreement is
governed by Texas law (excluding its conflicts of laws provisions). This Agreement may not be
modified without the written consent of both parties. This Agreement is the complete and
exclusive agreement and understanding regarding the subject matter herein and supersedes all
prior agreements, understandings and communications, oral or written, between the parties
related to such subject matter. If any term or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and
provisions of this Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. No amendment or modification of this Agreement shall be valid or
binding unless made in writing and executed by each of the parties hereto. This Agreement may
be executed in counterparts and delivered by facsimile or other electronic transmission.