General Mills (GIS)

IX.1

It is recognized and understood by the parties hereto that for the purpose of protecting their mutual interest in their good will and reputation in the United States and abroad, of the business, the Products, the Trademarks and the methods, processes, formulas and techniques and similar rights covered by this Agreement, as well as for the protection of all other persons who may be or become franchisees or licensees of SODIMA with respect to the Products, or any of them, substantial uniformity in the quality and nature of the Products and in operations under this License, and observance of appropriate standards and rules, are necessary. The Licensee therefore undertakes:

a)

That in the manufacture of the Products it will procure and use cultures from SODIMA or from sources approved in writing by SODIMA, and such approval shall not be unreasonably withheld;

b)

That in the manufacture of the Products, it will use only materials, ingredients, packaging and accessories of such quality, designing, standard and composition as are currently approved in writing by SODIMA (so long as they are competitive as to cost and quality) and will comply with the standards of manufacture, processing, packaging and distribution which may be reasonably prescribed by SODIMA from time to time.

c)

That SODIMA shall have the right to visit the manufacturing plant and control laboratory for the Products of the Licensee from time to time, at all reasonable business hours, to inspect the premises and equipment of the Licensee, to inspect, test and obtain samples of the Products and raw materials, ingredients and packaging materials relating thereto, to observe the manner of operation of the Licensee’s establishment for the production of the Products, and to cause its duly authorized agents or representatives to carry out any of the foregoing. The cost of a reasonable number of such samples shall be borne by Licensee, provided that said samples are needed by SODIMA to determine whether or not the Products produced