This agreement (this “Agreement”) is made by and between Vince, LLC (“Vince”), a Delaware limited liability company and the recipient (“Recipient”). Vince and Recipient are each individually a “Party” and collectively, the “Parties.”

As part of certain discussions and negotiations between Recipient and Vince, related to Recipient’s potential or ongoing business relationship with Vince (the “Discussions”), Vince has provided or will provide Recipient with access to certain information, including but not limited to financial information, business plans, strategies and ideas, and/or other materials, in any form now existing or hereafter developed about or related to Vince and/or its affiliates (collectively, the “Confidential Information”).


By proceeding to engage in the Discussions with Vince, Recipient agrees to the following:


1. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or otherwise use in any way any Confidential Information for any purpose except as directly necessary to undertake the Discussions.  Recipient acknowledges that: (a) the Confidential Information may contain material non-public information concerning Vince and/or its affiliates; (b) Recipient is aware of the restrictions imposed by U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, on persons in possession of material non-public information; and (c) Recipient will not directly or indirectly, use, or allow any third party to use, any of the Confidential Information in violation of any U.S. federal or state securities laws or in connection with the purchase or sale of securities, properties or indebtedness.  Nothing herein shall constitute an admission by Vince that any Confidential Information in fact contains material non-public information concerning Vince or any of its affiliates.


2. SurvivalRecipients confidentiality obligations outlined in Paragraph 1 shall survive any termination or expiration of this Agreement and shall last for a period of three (3) years from the date of first disclosure of the relevant Confidential Information. Upon termination of any relationship between the parties, Recipient will promptly deliver to Vince, without retaining any copies in any form whatsoever, all documents and other materials furnished to Recipient by Vince.


3. Injunctive Relief.  A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Vince for which there will be no adequate remedy at law, and Vince shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).


4. General.  Nothing herein shall be construed to modify any terms of any lease agreement or other agreement between Vince and the Recipient. The Parties understand that this Agreement does not obligate either Party to disclose any information to the other nor does it obligate either Party to negotiate or enter into any agreement or relationship or to move forward with any business relationship with each other. This Agreement may only be changed by mutual written agreement of the Parties. This Agreement is governed by the laws of the State of New York and any dispute or action arising out of or related to this Agreement shall be submitted to the exclusive jurisdiction of the courts located in the state and city of New York.