- CALL FOR PROPOSAL The sole shareholder company Ferrero S.p.A with registered seat in Piazzale Pietro Ferrero, 1 – Alba (CN), Italy, leader in food and confectionery products for large consumption (hereinafter defined as “Ferrero”), has launched the project “Buongiorno Talento! Punto Nutella Design Contest” (hereinafter defined as “Project”) and for this purpose has requested, in the modalities as herein defined, the collaboration of the company Bold s.r.l. with registered seat in Via Principe Amedeo, 1, 10123 – Torino (TO), Italy, (hereinafter defined as “Bold”). 1.

Introduction

1.1

In order to increase the consumption of the product Nutella® “Out of Home”, Ferrero has created a “Punto Nutella Kit”, consisting of the objects illustrated in the sub-attachment A and destined to be employed, through a deed of voluntary conveyance, within the channel HO.RE.CA. Hotel Restaurant, Cafè – (hereinafter defined as “Kit”).

1.2

Bold is the company who organizes the festival “Operae Independent Design Festival” dedicated to independent design, which is held in Torino, on the Officine Grandi Riparazioni’s premises, from October 11 to 13, 2013 (hereinafter defined as the “Festival Operae 2013”), in which professional designers participate, in the aforesaid premises, in order to exhibit and sell their works;

1.3

Ferrero, starting from June 2013, will launch a series of experimental activities, which may be implemented further on at an industrial level (hereinafter defined as “Experimental activities”), that take into account the use of the aforesaid Kit (art. 1.1).

1.4

Ferrero intends to produce, in limited-edition, a new object to add to the Kit;

1.5

Ferrero has required Bold’s collaboration in order to produce the new object for the Kit; Bold has accepted and therefore will be involving the designers participating to the Festival Operae 2013, according to the modalities herein defined and the purposes indicated in the following art. 2; 2.

Purpose of the Call

The present Call offers professional designers the opportunity to express their creative skills by presenting a creative proposal which will have to be inspired by the concept specified in the following art. 5 and by designing an item which recalls the aforesaid concept (hereinafter defined as “Creative Proposal”). 3.

Start and duration of the Call

The present Call is valid starting from the day of its publication on the website www.operae.biz until September 6, 2013. 4.

Eligibility criteria

4.1

This call is open only to the designers exhibiting in the Festival Operae 2013. In order for the Project, specified in the present Call, to be pursued and carried out, at least 10 (ten) designers must apply for the competition.

4.2

Applicants, according to the above mentioned art. 4.1, in order to apply for the present Call, must, mandatorily, by and no later than September 6, 2013 at 12 p.m., present their Creative Proposal, following the modalities specified in the following art. 6. Applicants must send their creative

Proposal in PDF format, and specify name and title given to the latter, to the following e-mails: [email protected] and [email protected] (hereinafter defined as the “Participants”).   4.3

Each Participant must present one only Creative Proposal.

4.4

Participants that adhere to the Call, agree to comply, totally and unconditionally, with the rules set by the present Call, as well as to renounce to all kind of payment except for what specified in art. 9. 5.

5.1 (i) (ii)

5.2

The Creative Proposal is to be understood as the creation of a new object, to be added to the Kit, which purpose is to strengthen / enrich the experience resulting from the use of the product Nutella® within the channel HO.RE.CA. Set up / Furnish / Communicate The Creative Proposal should than be carried out by designing objects which aim would be to characterize the Punto Nutella; Preparing or Making breakfast / snack The Creative Proposal should than be carried out by designing objects that may be used for eating Nutella® during the two main consuming moments or for presenting the aforesaid product; The object that will be represented in the Creative Proposal must respect the following criteria: a) b) c) d) e) f) g) h)

i)

evoke Nutella®’s ability to “make life taste better” and, according to this, be able to improve life and add value to the daily life of all those who, as real users, will be employing the object; have a final perceived value of no more than 100 Euros; have a maximum volume of 0.15 m3 (if the object is made of assembled pieces, the aforesaid volume is to be intended in relation to the non assembled product); must differ from all the objects already present in the Kit; must be original, in other words, it must not interfere with previous third-party rights, especially but not exclusively, with industrial and intellectual property rights (i.e trade marks, patents, designs and models, copyright, etc.); must not contain marks related to the authors (i.e initials, designer’s label, etc.); may not be related to the food world; if related it must not emphasize the tempting spirit of the product Nutella®; may represent Punto Nutella®’s trade mark (hereinafter defined as the “Mark”) and company key image, as specified in the sub-attachment B enclosed to the present Call, respecting the guidelines set for the use of the Mark enclosed to the present Call in the sub-attachment C (hereinafter defined as “Guidelines for the use of the Mark”); may represent the Shape Nutella® as in sub-attachment D, participants must not use the caption “latte scremato” (skim milk) but may indicate the right trade name “Crema da spalmare alle nocciole e al cacao” (hazelnut spread and cocoa); 6.

6.1

Creative Proposal – Concepts

Modalities of the presentation of the Creative Proposal

Participants must submit their Creative Proposal by sending, to the e-mail addresses mentioned in art. 4.2, n°3 A3 drawings, saved in PDF format on one only file no larger than 6 MB in printing resolution, which will explain the Creative Proposal (hereinafter defined as “Drawings”). The PDF file must be named after the Participant’s name or company (ex. name_surname.pdf, or designstudioname.pdf). The name of the Participant and the title of the Creative Proposal will have to be written on the top right side of each drawing. Participants will also have to send, together with the drawings, a self-signed declaration - see sub-attachment E enclosed to the present Call – containing both the formal adhesion to the Project and the agreement to comply,

fully and completely, with the rules specified in the present Call (hereinafter defined as “Selfsigned Declaration”). The aforesaid Self-signed Declaration will have to be sent in original to the address specified in it (see sub-attachment E). 6.2

The Drawings will have to be structured as followed: DRAWING 1 - visualization of the concept - descriptive text on the Creative Proposal (maximum length 1.000 keystrokes) DRAWING 2 - design rendering of the Creative Proposal - board indicating all material suggested DRAWING 3 - multiview technical drawing: front view, side view, top view and sectional view of the object. All drawings will have to have a white background. 7.

Commission – Composition – Selection criteria

7.1

The Commission is the body in charge of evaluating the Creative Proposals submitted by Participants, on the basis of the selection criteria mentioned in art. 7.3.

7.2

The Commission will be made of both Ferrero and Bold representatives.

7.3

The Commission, evaluating the Creative Proposals, will take into account the following criteria: - if the Creative Proposal is relevant to the concept by which it was inspired; - creativity; - originality;

7.4

By September 6, 2013, the Commission, upon evaluation of all the Creative Proposals submitted by the Participants and according to its own discretional judgment, will identify the winning proposal (hereinafter defined as the “Winning Creative Proposal”). The judgment of the Commission is indisputable and unappealable.

7.5

In case the Creative Proposal is believed to be the result of counterfeiting and/or plagiarism, the Commission is entitled to exclude the Participant that has submitted it from the competition. 8.

The use of the Winning Creative Proposal

The Participant, author of the Winning Creative Proposal, as per art. 10.4, waives its rights on the above mentioned proposal, and therefore allows Ferrero, from this moment on, to use the Winning Creative Proposal also in order to produce the object illustrated in it, and starting from October 2013 allows Ferrero, at its own discretion, to add the aforesaid object among the ones in the Kit and to use it following the modalities and for the purposes Ferrero considers most appropriate. 9.

Prize

Bold, thanks to the participation of Ferrero, will award to the Participant, author of the Winning Creative Proposal, a prize of 10,000.00 Euros (ten thousand/00) gross of withholding tax. 10.

Industrial and Intellectual Property Rights

10.1 Participation to the present Call does not entitle Participants to have any kind of right to use and license Ferrero’s intellectual and industrial property rights (including the Mark), except for the purposes related to the participation in the Call. For any other use of Ferrero’s industrial and intellectual property rights, that is for all kind of different purposes and/or activities which do not fall within the present Call, Ferrero Group is entitled to sue. Therefore, Participants must not use the Creative Proposal for different purposes that do not fall within the present Call. 10.2 The representation of the Mark inside the Participant’s Creative Proposal must follow the Guidelines for the use of the Mark; 10.3 Once adhered to the present Call, each Participant declares, under its own exclusive liability, of having designed an original Creative Proposal which does not infringe upon third-party industrial and intellectual property rights (as a non exhaustive example copyright, patent, trade marks, etc) – including use and exploitation rights to third-part. 10.4 The Participant, author of the Winning Creative Proposal, grants to Ferrero, free of charge, the exclusive right to acquire ownership of all industrial and intellectual property rights - and related rights to use and exploitation – on the Winning Creative Proposal and, in general, on all the creative activities related to the participation in the Project (i.e. preliminary drafts, sketches, drawings, etc.) (hereinafter defined as “Creative Activity”), except moral rights, which grant the author of the work to be identified as such. The use and exploitation rights acquired on all the Creative Activities include all use and enjoyment rights, without limits in terms of time, content, means and place, including transfer rights, for any reason, of all the rights purchased, as well as the right to sign pertinent agreements. Ferrero has the right, at its own discretion, to protect all purchased rights, according to the current laws on copyright and industrial property, in its own name and on its own behalf. As required from Ferrero, the Participant, author of the Winning Creative Proposal, agrees from this moment on to supply all kind of assistance and documentation, including signed documents if necessary. Ferrero has the right to transfer to third-parties all rights acquired related to the Creative Activities, free of charge or against payment, as well as to sign agreements having as object the aforesaid rights. Once acquired ownership of the rights under the present article, Ferrero will be entitled to use the latter in full autonomy, under its own exclusive liability and at its own exclusive risk. After having purchased the rights above mentioned, Ferrero is entitled to develop, modify, re-edit, improve, without limits in terms of time, space and/or modalities the Creative Activity, by making use of third-party collaborations if necessary. 10.5 Save as expressly provided by the previous art. 10.4, Participants (i.e. authors of the unsuccessful Creative Proposals) grant Ferrero, exclusively, the option right to acquire industrial and intellectual property rights on their Creative Proposal – including the exploitation rights in the modalities under art. 10.4 – and, in general, on all the creative activities related to the participation in the project (i.e. preliminary drafts, sketches, drawings, etc.) (hereinafter defined as “Grantor of option rights”). Ferrero must exercise this right by and no later October 31, 2014. In case Ferrero decides to exercise the option right, it will have to pay the Grantor of option rights a specific amount of money which will be agreed later and in any case will not be more than 10.000 Euros (tenthousand/00).

11.

General Conditions

11.1 Each Participant agrees to renounce to any legal action or initiative against Bold or Ferrero, should there be any event, not imputable to either Bold and/or Ferrero, that may interrupt the project. 11.2 Each Participant exempts Bold and Ferrero from any direct or indirect liability after facts and/or events, linked to the Project, that could prejudice Participants or third-parties. 12.

Informative note regarding privacy

According to Legislative Decree 196/2003, all the personal information and data of the Participants will be processed by Bold and Ferrero (hereinafter defined as “Owners”), with manual and electronic means, in order to fulfill all the necessary activities related to the Project, only purpose of the processing. The failure to communicate personal data for the adhesion to the present Call for Proposals automatically denies the applicant’s participation to the Project. In accordance with article 7 of Legislative Decree n.196 dated 30 June 2003, each and every Participant will have the right to access to their personal information and data, as well as to update, rectify or erase them, by writing or contacting the reference persons mentioned in the following art.13. 13.

Activity management

In order to efficiently manage each and every activity linked to the present Call, here below the names of Bold’s reference persons: Sara Fortunati, [email protected], +39 011 0268400 Maurizia Rebola, [email protected], +39 011 0268400 14.

Jurisdiction

The court of Torino has exclusive jurisdiction to settle any dispute, arising from or connected with this Call of Proposal

Turin, _____________________, 2013

ATTACHMENT A (Nutella Point Kit)

ATTACHMENT B (Mark and Company key image)

ATTACHMENT C (Guidelines for the use of the Mark)

ATTACHMENT D (Shape Nutella®)

 

ATTACHMENT E (Self-signed Declaration)

Ferrero S.p.A. Via Maria Cristina, 47 10025 – Pino Torinese (TO), Italia OBJECT: Participation to the Project “Buongiorno Talento! Punto Nutella Design Contest” I ……………………………………………………………………………………………………………. Born in………………………………………………………, on the……………………………………... Fiscal code No………………………………………………………………………………………….... hereby accept to participate to the Project “Buongiorno Talento! Punto Nutella Design Contest” promoted by the sole shareholder company Ferrero S.p.A., with registered seat in Piazzale Pietro Ferrero, 1, Alba (CN), Italy, in Collaboration with the Company Bold s.r.l. with registered seat in Via Principe Amedeo, 1, 10123 – Turin (To), Italy, (hereinafter defined as the “Project”) and, for this purpose, declares to have read the present Call for Proposals, and agrees to fully and completely comply with all the articles, in particular art.10.3 and 10.4. I declare, that the participation to the Project will not result, for the undersigned, in any compensation and/or remuneration of any kind, a part from the award specified under art. 9 of the present Call for Proposals and/or the amount of money later on agreed in case Ferrero, under art. 10.5 of the present Call, was to exercise the option right which it is entitled to. Enclosed the participants identity document. Pino Torinese, ___________________ 2013

Signature

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