Campbell Soup Company manufactures and sells, through its subsidiaries and licenses, products under the following brands: Campbell's, Franco American, Prego, Swanson (canned poultry and broth), V8, Pace, Pepperidge Farm, (hereafter collectively referred to as "Campbell") and will reimburse retail for coupon submissions according to the terms and conditions explained below. Proper redemption and handling of Campbell coupons authorizes a retailer to submit coupons for reimbursement by Campbell. A retailer's acceptance and redemption of Campbell coupons constitute a binding agreement to honor the following requirements:

1. Coupons must be redeemed in the United States of America, its territories and U.S. military installations. Coupons are void if taxed, restricted or prohibited by law.
   
   
2. Coupons are redeemable only by a consumer in a retail transaction in which the face value of the coupons, or up to the maximum value of the "free" coupons, was deducted from the price of the brand, variety, size and quantity of product indicated on the coupon. Unless expressly allowed by the terms of a specific coupon, multiple Campbell coupons must not have been used for the purchase of a single item. Coupons must be redeemed on or before their expiration date. The customer must have paid any applicable sales tax.
   
   
3. Campbell will reimburse retailers for the face value of its "cents-off" coupons, or up to the maximum value of its "free" coupons, plus the handling fee as stated on the face of each coupon and reasonable postage fees for all properly redeemable coupons presented to Campbell no later than six (6) months after their expiration date. Reasonable postage is defined as UPS ground or USPS standard rate.
   
   
4. Reimbursement will not be made for coupons, which, in the sole discretion of Campbell, have either been fraudulently or incorrectly redeemed, or have been presented for reimbursement fraudulently or not in accordance with this Coupon Redemption Policy. If a retailer violates Campbell's Coupon Redemption Policy, Campbell may refuse payment on all of retailer's coupon submissions and retain said coupons as property of Campbell. Further, Campbell reserves the right to forward coupons to law enforcement agencies.
   
   
5. Coupons must display an authorized code number assigned by Campbell. Coupons set up with a code number assigned by a retailer or by some other entity such as a retailer clearing house will not be redeemed by Campbell's clearing house. Deductions from a Campbell invoice for nonpayment for such coupons are prohibited by this Policy. Use of Campbell's legal copy, including the remit to address listed in Paragraph 13, on such coupons constitutes fraud.
   
   
6. Coupons may not be assigned, transferred, photo copied, trimmed in mint or mass cut condition, or in any other way altered. Coupons are void if transferred from or sold by their original recipient to any other person, firm or group. Coupons are not to be taped to product, placed near products or kept in swap boxes. Any distribution or sale of Campbell coupons for charitable fund raising purposes must be preapproved in writing by an authorized Campbell representative. Similarly, any reproduction of Campbell coupons may be done only in a manner and in a quantity preapproved in writing by an authorized Campbell representative. Coupons must be legible.
   
   
7. Any deductions from Campbell invoices as reimbursement for coupon face values and handling allowances and for charges assessed by any agent involved in the coupon handling process including, but not limited to, charges to the retailer for traditional and electronic clearing of coupons are expressly prohibited.
   
   
8. The retailer must comply with all applicable IRS reporting requirements, including obtaining an appropriate taxpayer identification number. Retailers which are out of business or do not sell Campbell products will not be reimbursed for any coupons submitted.
   
   
9. Coupons must be presented either by retailers or a clearinghouse approved by Campbell. Campbell reserves the right to deal directly with retailers on all matters pertaining to any coupon submission, at Campbell's sole discretion, and to audit the coupon sorting and billing service of any agent involved in the handling process.
   
   
10. Upon request, retailers must provide Campbell with invoices or other verification, which demonstrates proof of purchase of Campbell products. Failure of a retailer to supply requested proofs of purchase will render all coupons submitted to Campbell by and for it null and void.
    
    
11. In the event retailer reimbursement is denied by Campbell under this Policy, the retailer must appeal Campbell's decision within six (6) months of the date of notification by Campbell of the denial in order to be eligible for reconsideration by Campbell. All decisions made by Campbell on appeal are final and binding on the parties. Similarly, any lawsuits involving coupon payment disputes must be brought within six (6) months of the date of notification by Campbell of the denial. Retailer acknowledges that failure to file a lawsuit within the six month timeframe will constitute a bar to any such lawsuit. Any such lawsuit shall be governed by the laws of New Jersey and venue shall be in a state or federal court located in New Jersey. Each party will be responsible for its own attorney's fees and costs.
    
    
12. To redeem Campbell coupons, send them to the address listed below:
    

    Manufacturer's Coupons
    
    Campbell Soup Company
    CMS, Inc.
    Dept. 51000
    1 Fawcett Drive
    Del Rio, Texas 78840
    

13. Failure to enforce any terms or conditions of this Policy shall not be deemed a waiver of them by Campbell. Additionally, Campbell reserves the right, in its sole discretion, and without prior notice to any party, to modify, revise or eliminate any of the provisions of this Policy.
    
    
14. Any questions or comments on this Policy should be directed to our hotline at 1-800-285-7602.
    
    

Please acknowledge receipt of this policy by signing and returning a duplicate copy to Campbell:

Campbell Soup Company
Attn: Integrated Shopper Marketing – Coupon Controls
Campbell Place
Camden, NJ 08103-1799

Retailer

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Signature/Title of Owner/Manager Date

9/2004