AGREED ORDER

TODD J. CAMPBELL, District Judge.

Defendants Bil-Jac Foods, Inc. ("Bil-Jac") and Kelly Foods Corporation ("Kelly") and Plaintiffs Mars, Incorporated and Mars Petcare US, Inc. ("Mars") (collectively, the "Parties") having (i) entered into a confidential settlement agreement ("Settlement Agreement") resolving this dispute and (ii) jointly moved for entry of this Agreed Order dismissing with prejudice Mars's claims against Bil-Jac and Kelly, and Bil-Jac and Kelly's counterclaims against Mars, it is hereby ORDERED, ADJUDGED AND DECREED THAT:

1. This Court has jurisdiction over the subject matter of this dispute under Section 39 of the Trademark Act of 1946, 15 U.S.C. § 1121, and under the Judicial Code, 28 U.S.C. §§ 1331, 1332, 1338, and the doctrine of supplemental jurisdiction, 28 U.S.C. § 1367.

2. Bil-Jac, Kelly, and Mars have entered into a confidential Settlement Agreement relating to the subject matter of this litigation, and the terms of the Parties' confidential Settlement Agreement are hereby incorporated in this Agreed Order.

3. Mars's claims against Bil-Jac and Kelly are hereby dismissed with prejudice.

4. Bil-Jac and Kelly's counterclaims against Mars are hereby dismissed with prejudice.

5. Although the Parties' claims and counterclaims are being dismissed with prejudice, this Court expressly retains jurisdiction of this matter and the Parties for purposes of enforcing this Order and the confidential Settlement Agreement entered into by the Parties.

SO ORDERED.