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MUTUAL NON-DISCLOSURE AND NON-USAGE AGREEMENT

This agreement (the “Agreement”) is entered into by and between Crocs, Inc., 6328 Monarch Park Place, Niwot, Colorado 80503 (“Crocs”) and you (“Business Partner”) (each a “Party” or collectively, the “Parties”), effective as of the date below.

WHEREAS, the Parties are exploring a potential business transaction and/or relationship; and

WHEREAS, the Parties have requested certain business and financial information from each other; and

WHEREAS, the Parties are willing to provide such information on the express condition that the Parties execute this non-disclosure and non-usage agreement for purposes of protecting the trade secrets, confidential and proprietary information of both Parties; and

WHEREAS, both Parties hereby acknowledge that any trade secrets, confidential and proprietary information of the other Party as may be disclosed to it through the course of the business relationship are to remain confidential and proprietary information of the disclosing Party.

NOW THEREFORE, each Party agrees that it shall not disclose or utilize any information it receives from the other Party in the course of the business dealings between the Parties to any other person, firm, corporation, or other entity, or use it for its own benefit except as expressly provided herein or authorized in writing by the other Party, and each Party shall use the same degree of care to avoid disclosure or use of such information as the Party would employ with respect to its own confidential and proprietary information of like importance.

This Agreement shall extend to but not be limited to any technical information, designs, processes, procedures, formulae, improvements, pricing, confidential business or financial information, listing of names, addresses or telephone numbers, or any other information relating to the business of each Party which is secretive and of value, whether disclosed orally or in writing (the “Confidential Information”).

Each Party acknowledges and agrees that the provisions set forth herein with respect to the preservation and protection of confidential and/or proprietary information shall apply with respect to any and all of its officers, directors, employees, agents, consultants, advisors, or other Parties who receive confidential or proprietary information from a receiving Party under this Agreement. The receiving Party accepts responsibility for any unauthorized disclosures by its officers, directors, employees, agents, consultants, and advisors of confidential and/or proprietary information covered by this Agreement.

The Parties agree that any disclosure of trade secrets, Confidential Information or other information covered by this Agreement will result in immediate and irreparable harm to the discloser, for which it may have no adequate remedy at law, and for which the disclosing Party may seek equitable relief including a temporary restraining order and injunction. This shall not, however, preclude the disclosing Party from bringing a claim against the receiving Party for appropriate damages caused by wrongful disclosure or misappropriation.

The Parties hereto agree that the following information contained in this paragraph shall not be deemed proprietary, confidential or as representing trade secret information and each Party shall have no obligation to keep confidential any such information which:

(a) is already known to the Party; or

(b) is or becomes part of the public domain through no wrongful act of said Party; or

(c) is received from a third Party without similar restrictions and without breach of this agreement; or

(d) is independently developed by that Party; or

(e) is approved for release by written authorization of the other Party.; or

(f) which is required to be disclosed by law, including, without limitation, pursuant to the terms of a subpoena or other similar process or in connection with a litigation, arbitration or other proceeding; provided, however, that both parties shall use commercially reasonable efforts to give prior timely notice of such disclosure to the other party to enable that party to challenge any such legal process.

Business Partner agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions with Crocs concerning the business relationship between Business Partner and Crocs. Business Partner shall not disclose any Confidential Information to any individual, entity or organization, except to any of Business Partner's directors, officers or employees to the extent such persons are required to have such information to evaluate or engage in discussions with Crocs regarding the business relationship between Business Partner and Crocs. Without limiting the generality of the foregoing, Business Partner hereby acknowledges the restrictions of Regulation FD promulgated by the U.S. Securities and Exchange Commission, and the provisions of United States federal securities laws relating to trading in securities while in possession of material non-public information obtained from the issuer of such securities, and with respect to providing such information to other persons who purchase or sell securities of

such issuer. Business Partner hereby agrees not to engage in any trading or short-selling of any securities of Crocs until all Confidential Information of Crocs is publicly disclosed by Crocs or until such other time as Business Partner is not in possession of material non-public information about Crocs.

The term of this Agreement is three (3) years from the date of execution. Obligations related to the exchange of proprietary, confidential or trade secret information shall survive the termination of this Agreement.

Nothing contained in this agreement shall be construed as granting or conferring any rights by license or otherwise, express or impliedly or otherwise for the use of any such information acquired pursuant to or as a result of this agreement.

For the convenience of the Parties, any number of counterparts of this Agreement may be executed or transmitted by fax by the Parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Agreement.

This Agreement shall be governed by the laws of the State of Colorado. The parties hereto consent to the jurisdiction of the courts of competent jurisdiction, federal or state, situated in the State of Colorado for the bringing of any and all actions hereunder. The prevailing party to any proceeding brought pursuant hereto shall be entitled to reasonable attorneys’ fees and costs.

The undersigned representative of Crocs, Inc. warrants and represents that he or she has the authority to enter into this Agreement on behalf of Crocs, Inc. and that he or she is the proper party and has the right to exercise the terms and conditions set forth herein. The undersigned representative of Business Partner warrants and represents that he or she has the authority to enter into this Agreement on behalf of Business Partner and that he or she is the proper party and has the right to exercise the terms and conditions set forth herein.

This Agreement shall survive the execution and/or termination of any subsequent agreements, purchase orders, letters of intent, establishment of course of business related to the subject matter hereof, or the failure of either party to execute any substantive agreement or other document regarding the business transaction and/or relationship. Any termination of this Agreement or of any business relationship between the parties or their successors and assigns shall not relieve the parties or their successors and assigns of any of their then outstanding and unfulfilled obligations under this Agreement or from any obligation which arises upon termination or is intended to survive termination.

Sharon Bloom, Manager, Crocs, Inc.