THIS AGREEMENT is made as of the date specified below by and between Target Corporation, on behalf of the corporation, its subsidiaries and affiliated entities (collectively, “Target”), and the party named below and its subsidiaries (collectively, “Company”).

Target and Company intend to exchange confidential information in connection with their business dealings and therefore wish to enter into a mutual non-disclosure agreement.

Company understands that Target maintains a large staff devoted to developing its own products, services, designs, marketing strategies, business methods and the like, and is conducting research and evaluating ideas in a great many areas of interest to Target. The very fact that Target is willing to receive Company’s information means that Target is actively engaged in or considering its own work related to the subject matter of the information exchanged hereunder. It is quite possible that Target or another party has already conceived of, or is expecting to work on a project involving, the subject matter of the information exchanged hereunder.

In consideration of the mutual promises exchanged herein, the parties hereto agree that the following terms and conditions shall apply when one of the parties (the "Discloser") discloses "Confidential Information" to the other (the "Recipient") in connection with or during the course of their business negotiations and dealings:

1. DEFINITION OF "CONFIDENTIAL INFORMATION". As used in this Agreement, the term "Confidential Information" means all information relating to or used in the Discloser's business, regardless of whether it is marked “confidential” or otherwise. Confidential Information includes, but is not limited to, all business processes and procedures, systems, methods of doing business, data, reports, specifications, formulae, proposals, strategies, business plans and analyses, financial information and projections, personnel information, information about merchandising, information about past, present or potential customers, information about past, present or potential vendors, information about existing or future technology, future stores, and proprietary or third-party software. The foregoing notwithstanding, the term “Confidential Information” does not include information that:
   1. is or becomes known to the public through no fault of Recipient;
   2. Recipient already rightfully possessed before Discloser disclosed it to Recipient;
   3. is subsequently disclosed to Recipient by a third-party who is not under obligation of confidentiality to Discloser; or
   4. Recipient develops independently without using Confidential Information.
2. NON-DISCLOSURE OBLIGATIONS. Recipient shall not disclose Confidential Information to any of its officers, directors, employees, contractors or agents or to any third-party without the Discloser’s written consent, except that (a) Recipient may disclose such information to its officers, directors, employees, contractors, and agents whose duties justify their need to know such Confidential Information, and who have been clearly informed of their obligation to maintain the confidential status of such Confidential Information, and in the case of contractors or agents, who have signed a written document acknowledging the obligation to maintain the confidential status of Confidential Information, and shall cause them to comply fully with these obligations; and (b) Recipient may disclose Confidential Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided Recipient has given Discloser prior written notice of such required disclosure and, to the extent reasonably possible, has given Discloser an opportunity to contest such required disclosure at Discloser's expense.
   
   If you chose to blog about any Target products or services, please comply with the Federal Trade Commission "Guides Concerning the Use of Endorsements and Testimonials in Advertising" including the disclosure of any compensation, product or services you may have received from Target.
3. Protection of Confidential Information. Recipient shall use the same care to prevent the unauthorized use or disclosure of the Confidential Information as Recipient uses with respect to its own confidential information of a similar nature, which shall not in any case be less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, Recipient shall take reasonable action by instruction, agreement or otherwise with respect to Recipient’s employees or other persons permitted access to Confidential Information to cause them to comply fully with Recipient’s obligations hereunder.
4. Permitted Use of Confidential Information. Recipient may not use the Confidential Information directly or indirectly for any purpose other than the purpose for which it was originally disclosed, or for any purposes which could be deemed to be adverse to or competitive with Discloser or its business.
5. DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon the written request of Discloser, Recipient shall cease using and arrange for the destruction of all copies of any Confidential Information then in Recipient’s possession or under Recipient’s control. Recipient agrees to dispose of the Confidential Information in such a manner that the information cannot be read or reconstructed after destruction. Upon the written request of Discloser, Recipient shall certify in writing that it has complied with the obligations set forth in this paragraph.
6. INFORMATION SECURITY. (a) Recipient shall take appropriate measures designed to protect the security, confidentiality, and integrity of Confidential Information; (b) access to Confidential Information shall be restricted to those officers, directors, employees, contractors, agents or other third parties whose access Discloser deems appropriate; (c) Confidential Information shall continue to be subject to the terms of this Agreement indefinitely; and (d) Discloser shall have the right to review Recipient’s operations and procedures to ensure compliance with the foregoing requirements. Recipient agrees to indemnify Discloser for all reasonable costs, charges, and expenses resulting from any unauthorized access to Confidential Information.
7. OWNERSHIP OF CONFIDENTIAL INFORMATION. Each party shall retain all right, title and interest in and to its own Confidential Information. Neither this Agreement nor any disclosure of Confidential Information shall be deemed to grant the Recipient any license or other intellectual property right. Discloser warrants and represents to Recipient that Discloser has the legal right to disclose the Confidential Information to Recipient.
8. DISCLAIMERS. Recipient acknowledges and agrees that Discloser provides Confidential Information disclosed hereunder on an “AS IS” basis, without warranties of any kind, except as specified in Section 7 above. Without limiting the foregoing, Discloser does not represent or warrant that Confidential Information is accurate, complete or current. The disclosure of Confidential Information containing business plans is for planning purposes only. Discloser may change or cancel its plans at any time at Discloser's sole discretion. Recipient further acknowledges and understands that disclosure of Confidential Information is not a representation that the parties will enter into any type of business relationship.
9. INJUNCTIVE RELIEF. Each party acknowledges that the unauthorized use or disclosure by Recipient of Confidential Information would likely cause immediate and irreparable damage that could not be fully remedied by monetary damages. Each party therefore agrees that the other party may specifically enforce this Agreement and may seek injunctive or other equitable relief to prevent unauthorized use or disclosure without the necessity of proving actual damage.
10. TERMINATION. Either party may terminate this Agreement by providing thirty (30) days written notice to the other party unless this Agreement has been incorporated into a separate, subsequent agreement. Any provisions of this Agreement in effect with respect to Confidential Information presented prior to such termination shall survive such termination.
11. SEVERABILITY. If any provision of this Agreement is held invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
12. NOTICES. Except as otherwise provided in this Agreement, notice required under this Agreement shall be in writing and shall be delivered using one of the following methods:  (a) US-recognized overnight courier, with such notice effective at the time delivery is shown in the courier’s records; (b) postage prepaid by US registered or certified mail, return receipt requested, with such notice effective upon receipt or upon the date that delivery is attempted and refused; or (c) delivered personally, with such notice effective upon delivery.   Either party may designate another notice address in a notice given pursuant to this section.  The proper notice address for Company shall be the address set forth below. The proper notice address for Target shall be:  Target Corporation, General Counsel, Law Department, 1000 Nicollet Mall, TPS-3255, Minneapolis, MN 55403.
13. GENERAL. The parties may not amend this Agreement except in a writing that each party signs. The terms of such an amendment shall apply as of the effective date of the amendment, unless the amendment specifies otherwise. This Agreement shall be binding upon and inure to the benefit of Company and Target and their respective successors and assigns. The laws of the State of Minnesota shall govern this Agreement. No provision of this Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement operates as a waiver or estoppel of any right, remedy or condition. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available at law, in equity or otherwise.