United Natural Foods, Inc

UNITED NATURAL FOODS, INC.

SUPPLIER IN-SITE

USER AGREEMENT

This Agreement dated as of is by and between United Natural Foods, Inc., a Delaware corporation, located at 313 Iron Horse Way, Providence, RI 02908 (collectively, with its subsidiaries and affiliates, the Company) andCompany Name, having an office at street, city, statezip.

WITNESSETH

WHEREAS, the Company is the leading distributor of natural food and related products in the United States;

WHEREAS, the Company distributes Supplier’s products;

WHEREAS, the Company is willing to share certain confidential retailer and Company sales information for the sole purpose of maximizing sales, and the Supplier is willing to provide its assistance to maximize the effectiveness of the program, strictly adhering to the Company’s policies relating to the program.

NOW, THEREFORE, the parties hereto, for the mutual premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby agree as follows:

Company’s Obligations.

(a)The Company shall give the Supplier and the Supplier’s designees, access to the Company’s Supplier In-Site web site making available to the Supplier certain confidential information (“Confidential Information”), including specific retailer purchase history, category and Company sales trends pertaining to the Supplier’s products.

Supplier’s Obligations.

(a)In consideration of the Confidential Information made available to the Supplier pursuant to Section 1(a) above, the Supplier shall maintain its current levels of support for the Company’s marketing programs and shall maintain its current efforts to maximize Supplier’s sales with the Company.

(b)Supplier agrees to the following with respect to certain Confidential Information:

(i) Supplier shall never, directly or indirectly, use, duplicate or disclose any Confidential Information accessed via the Company’s Supplier In-Site website, other than to its employees or agents on a need to know basis solely for purposes of analyzing such information to increase sales with the Company, and Supplier shall take all reasonable steps and shall do all things requested by the Company to prevent all others from accessing, using, duplicating or disclosing Confidential Information.

(ii) All Confidential Information disclosed by or belonging to the Company is and shall remain the exclusive and valuable property of the Company. Supplier does not hereby obtain any license or other interest in or to Confidential Information or the subjects thereof.

(iii) Supplier shall immediately notify the Company of any incidents where Confidential Information may have been disclosed to individuals who are not employees or agents of the Supplier.

(iv)Immediately upon the expiration or termination hereof, or upon request by the Company, Supplier shall immediately deliver to the Company all records or other things containing, embodying or summarizing, in whole or in part, any Confidential Information, in any media, including without limitation any copies thereof.

(v) If Supplier receives a subpoena or other administrative or judicial process compelling it to release any Confidential Information, Supplier shall provide the Company with immediate written notice and shall cooperate with the Company in any action to prevent or limit such release.

(vi)During the term of this Agreement, and for four (4) years thereafter, Supplier shall not increase the volume of its direct sales with retailers whose purchase history was included in the Supplier Info-Share program, or added during the Term of this Agreement.

(vii) Supplier understands and agrees that the Company would suffer irreparable harm in the event that Supplier failed to comply with any of its obligations under this Section 2(b), and that monetary damages would not normally be adequate to compensate for such breach. Accordingly Supplier agrees that the Company will, in addition to any other remedies available to it at law or in equity, be entitled to preliminary and permanent injunctive relief and specific performance to enforce the terms of this Agreement.

(viii) This Section 2(b) of this Agreement shall survive the expiration or earlier termination of this Agreement without time limitation.

Term and Termination.

(a)The term of this Agreement is twelve months (“Term”). The initial Term of this Agreement shall commence on and end on the one year anniversary date, unless terminated earlier as provided below. The Supplier will have access to sales data for four calendar quarters per Term.

(b)This Agreement may be terminated by either party upon the occurrence of any one or more of the following events of default: (i) failure by a party to pay or perform any obligation under this Agreement and the continuation of such failure for ten (10) days after receipt of notice thereof; (ii) the entering into or filing by or against a party of a petition, arrangement or proceeding seeking an order for relief under the bankruptcy laws of the United States, of any of the states of the United States or any other country, a receivership for any of the assets of a party, a composition with or assignment for the benefit of its creditors, a readjustment of debt, or the dissolution or liquidation of a party; or (iii) the insolvency of a party. Upon termination, the terminating party shall have all rights available to it at law and equity.

(a)The fee for the Supplier In-Site program is$X,XXX annually. UNFI will deduct the Supplier In-Site program feequarterly in even amounts from Supplier’s unpaid shipped invoices under its Supplier’s agreement dated [].

General Provisions.

(a)This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements and all other negotiations, agreements, covenants and representations. This Agreement may not be amended or modified, except by a further written agreement signed by the parties hereto.

(b)No failure or delay on the part of any party in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy. No provision of this Agreement may be waived except in a writing signed by the party granting such waiver. Neither party may assign its rights hereunder to any third party without the prior written consent of the other party, except that either party may assign its rights under this Agreement without the consent of the other party in the event of a sale of substantially all the assigning party’s assets. In the event that any one or more of the provisions, or parts of any provisions, contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise effect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(c)All notices, requests, demands, payments, consents and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered, upon delivery when sent by express mail, courier, overnight mail or other overnight or nextday delivery service, or on the date mailed when sent by registered or certified United States mail, postage prepaid, return receipt requested, to the addresses set forth above. Each party may change its address by giving notice of such change of address to the other party in the manner described above.

(d)This Agreement has been executed and delivered in the State of Rhode Island, and its validity, interpretation, performance, and enforcement shall be governed by the laws of said State, without regard to its rules regarding conflict of laws. The parties agree that the courts of the State of Rhode Island, and the Federal Courts located therein, shall have exclusive jurisdiction over all matters arising from this Agreement. The parties agree that service of process by certified mail, return receipt requested, shall be deemed adequate service of process. In the event of a breach of the terms of this Agreement, the breaching party hereby agrees to reimburse the nonbreaching party for all costs and expenses, including reasonable attorney's fees, incurred by it in enforcing the obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, by and through their duly authorized agents, as of the date and year first above written.

UNITED NATURAL FOODS, INC.Company Name

By: ______By: ______

Name: Alana MahdalikName: Authorized by

Title:Director of MarketingTitle:

Date: Date:

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Supplier Administrator #2

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SIS User Agreement 3.6.2012