Conflict of Interest Policy

THE MUSEUM OF FOOD IN AMERICA CONFLICT-OF-INTEREST POLICY

Interested Trustees and Officers.

Unless fully disclosed to and authorized or approved by the Board of Trustees, no trustee, officer, employee, or member of any committee or advisory board ("Interested Person") shall engage in any activity or acquire any business investment or financial interest, either directly or indirectly, which conflicts with the best interests of The Museum of Food in America (the Museum) or which interferes with or impedes an Interested Person's ability to perform his or her duties in good faith and in the best interests of the Museum. The entering into of any agreement or transaction by an Interested Person, or any member of his or her family or any corporation, partnership or company controlled by an Interested Person, or any member of his or her family which contemplates any such activity or acquisition shall likewise be deemed to constitute a violation of this policy.

Specific Guidelines.

For the purposes of implementing this policy, the Museum hereby adopts the following specific guidelines to be applied in determining whether or not this policy has been violated in any given instance. The following guidelines shall not be deemed to constitute a comprehensive listing of all such violations, and compliance with all the foregoing shall not be determinative of the absence of any particular violation. Unless fully disclosed to and authorized or approved by the Board of Trustees, the following shall be deemed to constitute a violation of the policy:

(a) The ownership or acquisition, either directly or indirectly, of any business investment or financial interest in any entity in which the Museum holds an interest, or which has current or known prospective business dealings with the Museum.

(b) The ownership or acquisition, either directly or indirectly, of any interest in real property or personal property in which the Museum holds an interest;

(c) The solicitation or acceptance, either directly or indirectly, of any payment, loan, gift, gratuity, discount or other thing of value from any entity in which the Museum holds an interest, or from any person or entity which has current or known prospective business dealings with the Museum. The solicitation for, or acceptance of, a contribution by the Museum from any person or entity, or provision of legal services in a pro-bono capacity, shall not be deemed a business dealing. The foregoing notwithstanding, the solicitation or acceptance of any payments, loan, gift, gratuity, discount or other thing of value from any person or entity which is of nominal value and within business practices shall not constitute a violation of this guideline.

(d) The diversion of any business opportunity of the Museum, or the participation in any business opportunity with knowledge of the fact that such business opportunity has been or will be submitted or presented to the Museum, whether or not the same is ultimately rejected by the Museum.

When a conflict of interest is relevant to a matter requiring action by the Board of Trustees (including any committee authorized by the Board of Trustees), the Interested Person shall bring it to the attention of and provide all relevant information to the Board of Trustees or committee, but shall not be present in the room in which the Board of Trustees or committee is meeting during, and shall not participate in, the deliberation, decision or vote on the matter under consideration.

A copy of this policy shall be given to each trustee, officer and member of the professional staff of the Museum now serving or who may hereafter join the Museum in any such capacity. The Board of Trustees shall review annually the conflict of interest policy and procedures contained herein and shall then give a copy hereof, together with any amendments hereto, to each Trustee, officer and member of the professional staff.