CONFIDENTIALITY AND  NONDISCLOSURE  AGREEMENT

Office Depot, Inc., on behalf of its affiliates and subsidiaries (“Office Depot”) has agreed to allow

the undersigned (“you” or “your”) to have access to certain information regarding Office Depot subject to

the terms and conditions set forth below. Office Depot may provide to you, upon your execution and

delivery of this Confidentiality and Nondisclosure Agreement (“Agreement”) certain confidential and

proprietary information of Office Depot.

1. PURPOSE. Office Depot may provide to you (or has already provided to you) Confidential

Information, as defined below, in connection with (a) evaluating a potential business

opportunity of mutual interest, (b) furthering an existing business relationship, or (c) as you

and Office Depot may otherwise agree in writing (each, a “Permitted Purpose”).

2. DEFINITION OF  CONFIDENTIAL  INFORMATION . For purposes of this Agreement, “Confidential

Information” shall mean all tangible and intangible information or material disclosed by Office

Depot or otherwise made available or accessible to you, whether intentionally or

inadvertently, regardless of the manner or medium of disclosure or access (e.g., visual, oral,

writing, electronic form) that is described as proprietary or confidential or considered as

confidential and proprietary by Office Depot and shall include, but is not limited to, the

following types of information and other information of similar nature:

a. the terms and conditions of this Agreement and any other agreement executed

between you and Office Depot;

b. any information or communication about Office Depot’s business, business plans,

sales, pricing, marketing plans, promotional and product strategies, customer

information, operations information, employee information (compensation and

agreements), technical information, vendor lists, financial information, (including,

without limitation, financial statements, projections, budgets and spending plans),

business records, models, test results, pro formas and renderings; and

c. all information that is clearly marked or designated as “Confidential,” or which under

the circumstances surrounding disclosure, should be reasonably understood by you

to be Office Depot’s confidential or proprietary information.

3. PERMITTED USE. You shall use the Confidential Information only in furtherance of a Permitted

Purpose or as otherwise directed in writing by Office Depot. You shall treat all Confidential

Information with at least the same degree of care you accord your own Confidential

Information of like nature, but in no event less than reasonable care. You will take (and will

cause your employees and agents to take) commercially reasonable steps required to avoid

inadvertent disclosure of Confidential Information in your possession.

4. EXCLUSIONS. Notwithstanding the foregoing, Confidential Information shall not include

information that:

a.  was in the public domain at the time it was disclosed;

b.  enters the public domain other than by your breach of this Agreement;

c.  is known to you at the time of its disclosure by Office Depot;

d.  is disclosed to you by a third party who has the right to do so; and

e.  is developed by you independently of any disclosure by Office Depot hereunder (as

established by your business records).

5. TERM. You shall continue to fulfill your obligations hereunder and maintain the confidentiality

of the Confidential Information for a period of two (2) years from the last date of disclosure.

<