Unilateral Minimum Advertised Price (UMAP) Policy Effective Date: February 15, 2017

1. Purpose

In order to maintain and enhance the images of all the brands sold by EILEEN FISHER, we are instituting a unilateral policy announcing minimum advertised price standards for selected EILEEN FISHER products.

2. Products

This Policy applies to certain EILEEN FISHER products, as designated by EILEEN FISHER on a list that will be distributed seasonally (spring & fall) and also provided online at eileenfisher.com. These products are referred to as the "EILEEN FISHER MAP Products".

Changes to the list of EILEEN FISHER MAP Products or the MAP pricing for those EILEEN FISHER MAP Products will be distributed three (3) weeks ahead of the effective date to give all customers equal chance to update their systems. These changes will also be published at eileenfisher.com. Customers may not change pricing before the published effective date designated in the MAP communication from EILEEN FISHER.

3. Covered Advertising Media

The UMAP Policy applies to traditional media including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, television and radio. The UMAP Policy also applies to Internet and Internet-related electronic media such as email newsletters, email solicitations, retailer websites and third-party websites. Any price information relating to EILEEN FISHER products on an Internet website that can be accessed through any hypertext link or by any other method that uses the hypertext transfer protocol (http) is considered to be advertising for purposes of this Policy. All these forms of media are collectively considered “Advertising Media” subject to this Policy.

The UMAP Policy is not applicable to any in-store advertising, endcaps, signage or other material that is displayed only in the store and not distributed to any customer(s) other than while the customer is visiting a physical store. It does not apply to physical price tags.

4. Policy

Retailers may not advertise any EILEEN FISHER MAP Products through any Advertising Media at a price below the MAP price specified by EILEEN FISHER.

5. Recourse

If any retailer advertises any EILEEN FISHER MAP Products below the MAP price provided, EILEEN FISHER will take the following unilateral actions:

  1. Upon the first violation of this Policy, the violating retailer will be sent a warning letter detailing the violation in question and restating the terms of this Policy. The violating retailer will have one (1) week from receipt of the notice to cure the advertised pricing for the affected products. If the violation continues after the one (1) week cure period, EILEEN FISHER will take action under (b) below.
  2. Upon a second violation of this Policy within one (1) year of the first violation and with respect to the same affected product(s), shipments to the violating retailer of the affected product(s) will be suspended for a period of six (6) months. Note that if a violation occurs with one product (such as a certain size and color of sweater) the entire product family will be suspended (such as all colors and sizes of the sweater).
  3. Upon a third violation of this Policy within one (1) year of the second violation and with respect to the same affected product(s), sales to the violating retailer of EILEEN FISHER MAP Products shall be suspended for a period of one (1) year.
  4. Upon a fourth violation of this Policy, all sales to the violating retailer will be terminated.

6. Guidelines

  1. It is inconsistent with this Policy for EILEEN FISHER MAP Products to be advertised together at a single price that is lower than the sum of the individual MAP prices for those products. It is also inconsistent with this Policy for EILEEN FISHER MAP Products and other non-MAP EILEEN FISHER products to be advertised together at a single price that is lower than the sum of the MAP price for the EILEEN FISHER MAP Product(s) and the manufacturer’s suggested resale price of the EILEEN FISHER products that are not subject to the UMAP Policy.
  2. Rebates, other than those offered directly to consumers by EILEEN FISHER, are not consistent with this Policy if the advertised net price (including the rebate) of the product is below the MAP price.
  3. For purposes of this UMAP Policy, “advertising” of prices on Internet sites includes, without limitation, displaying prices for any EILEEN FISHER MAP Product together with a picture or a description of such product. It does not include a price that is displayed only on a “checkout” or “shopping cart” page. It does not include any storewide coupons or coupons that take effect in the “shopping cart” page. This Policy does not prohibit showing the EILEEN FISHER MAP Product with an indication that the customer may “add to cart to see price.” You may not use words such as “price too low to show” or similar words.
  4. The UMAP Policy does not cover price tags, point-of-sale signs, stickers, hangtags or bar codes and similar markings on products or product packaging that merely state the retail prices at which EILEEN FISHER MAP products may be purchased.
  5. Finally, and most importantly, the UMAP Policy does not apply in any way to your actual selling prices; your retail sales prices for any and all products remain wholly within your discretion. We do not seek, nor will we accept, any agreement or assent from you respecting our UMAP Policy, either now or at any future time. This policy is being established by us unilaterally and is not therefore subject to negotiation. We reserve the right at any time to modify this policy, to establish new or different policies or to discontinue any or all such policies. This policy shall remain in effect until modified or terminated by us in a writing sent to you.

7. Policy Communications

We believe that our policy is clear and unambiguous, however if you have any regarding the application or interpretation of this Policy, they should be directed, in writing, to the attention of:

David Biese
2 Bridge Street
Irvington, NY 10533