(For Retailers Only) 

Whitebridge Pet Brands, LLC (“Whitebridge”) has unilaterally adopted the following Minimum Advertised Price and Sales Policy (this “Retailer MAP Policy”). This Retailer MAP policy has been established by Whitebridge to help ensure the legacy of Whitebridge as a top producer of premium, high quality products and to protect the reputation of its name and products. The Retailer MAP Policy is also designed to ensure that retailers have the incentive to invest resources into services for Whitebridge customers. 

This Retailer MAP Policy applies to any mass retail, retailer, direct advertising, online retailer, internet or other reseller of Whitebridge products (hereinafter referred to individually or collectively as “Retailer”) to end users in the United States. This Retailer MAP Policy will apply to those Whitebridge products listed on the Whitebridge Advertised Price Listing (“MAP Listing”) attached hereto as Schedule A and incorporated herein for all purposes. Each price set forth on the Map Listing is referred to herein as the “MAP Price” for such product. The MAP Policy shall continue to be effective with respect to the most recent versions of any MAP Listing that Whitebridge may publish from time to time. Each subsequent MAP Listing shall state the date that it becomes effective. This Retailer Map Policy supersedes any prior minimum advertised pricing policy. To the extent of any inconsistency between this Retailer MAP Policy and any other policy promulgated by Whitebridge regarding minimum advertised pricing, this Retailer MAP Policy shall control. 

MAP Guidelines 

Each Retailer is free to establish the price of any Whitebridge product it sells. However, if a Retailer advertises the price of any Whitebridge product that is on the MAP Listing, the MAP Listing will indicate the minimum advertised price permitted for such product. All Retailers may advertise Whitebridge products at any price in excess of the minimum advertised price established for such product by this Retailer MAP Policy. 

In many situations, determining the minimum advertised price of a product on the MAP Listing will require nothing more than a reference to the then-current MAP Listing itself or by referring to the Promotional Activity section of this Policy below. For situations not expressly addressed by this Retailer MAP Policy, Retailers should contact Whitebridge to determine whether a given advertised price conflicts with the Retailer MAP Policy. 

Upon the introduction of any new Whitebridge product, Whitebridge will notify Retailers of the minimum advertised price for the new product, if any, and thereafter add the same to the next published MAP Listing. 

Advertising Subject to the Policy 

The Retailer MAP Policy applies to all advertisements of Whitebridge products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio, and public signage. The Retailer MAP Policy is not applicable to any in-store advertising that is not 

distributed to any customer. For the avoidance of doubt, Internet price listings shall be considered advertisements. 

MAP Policy Violations 

Whitebridge will not support any Retailer through product discounts, advertising, promotional materials, cooperative advertising or otherwise, if the Retailer publishes advertisements or promotional materials that have the effect of diminishing or detracting from the perceived value of Whitebridge’s products in violation of the MAP Policy. 

Upon confirmation of a MAP Listing violation, Retailer will receive a written non-compliance notice from Whitebridge. Whitebridge reserves the right to take any or all of the following actions if such a violation occurs: 

➢ Withhold all or a portion of any discounts Whitebridge provides to its Retailers for various reasons, including for marketing, advertisement, ad funding and/or coop dollars for the month the violation took place in. 

➢ Withhold all shipments of product in violation. 

➢ Request return of all residual in-stock inventory. 

➢ Cease fulfilling any and all orders for any Whitebridge product indefinitely and revoke resale rights. 

Promotional Activity 

Promotions do not violate the policy so long as the following criteria are met: 

➢ If a price for the Whitebridge product is noted in the advertisement, the MAP Price or a price above the MAP Price for that product must be used. 

➢ If multiple Whitebridge products are bundled in the advertisement, the bundle price must be at least the sum of the individual MAP Prices. 

➢ The advertisement does not state a price or value that is less than the MAP Price. This applies to Retailers that receive a special discount as a “first-time buyer” from Whitebridge and/or a distributor and to those Retailers that have subscribed to Whitebridge’s “auto-ship” program. 

➢ If an advertisement offers a ‘gift’ with the purchase of a Whitebridge product, the value of the gift may be stated, but may not be subtracted from the Whitebridge product to show a net price that is below the MAP Price for the product. 

➢ An advertised gift card (or the like) redeemable towards future purchases is not subtracted from the advertised price when determining the advertised price. 

➢ An advertised gift card that can be used towards the current purchase is subtracted from the advertised price to determine the advertised price, and is not permitted if the advertised price would be below the MAP Price. 

➢ An advertised product bundle or storewide promotion (other than a gift card that is addressed above) that includes an advertised Whitebridge product is subtracted from the advertised price of the Whitebridge product when determining the advertised price. 

Additional Terms 

Each Whitebridge Retailer is free to independently decide whether or not to follow this Retailer MAP Policy (although violations hereof may result in Whitebridge taking any or all of the actions set forth above). Nothing in this Retailer MAP Policy (or in any other agreement between Retailer and Whitebridge) is intended to be, nor shall be construed to be, an agreement between Whitebridge and any Retailer, distributor, or reseller as to the minimum prices at which the Retailer shall advertise or resell Whitebridge products. 

The only Whitebridge representative authorized by Whitebridge to answer questions regarding this MAP Policy, to comment on it and to whom any questions regarding this MAP Policy must be addressed in writing is: 

MAP Policy 
c/o Ann Hudson 
Whitebridge Pet Brands, LLC
11401 Olive Blvd, Suite 210 
St. Louis, MO 63141 

No Whitebridge representative or employee has authority to modify or alter this MAP Policy, or to request that the advertised price or resale price of a Whitebridge product be at or above the price on the MAP Listing. Any comments to the contrary by any Whitebridge sales representative are expressly unauthorized and disclaimed by Whitebridge. 

The foregoing MAP Policy and any MAP Listing is subject to modification or discontinuance by Whitebridge, in its sole and absolute discretion, at any time. 

Retailers shall comply with all local, state and federal laws (e.g. FTC Deceptive Pricing Practices Guide – 16 C.F.R 233.1 et seq) regarding the pricing and advertising of Whitebridge products and Whitebridge assumes no responsibility for compliance with same. 

The terms of this MAP policy are confidential and should not be disclosed to other parties without Whitebridge’s prior written consent.


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