CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
6. ACCESS TO CONFIDENTIAL INFORMATION. You will furnish access to the Confidential Information to your employees and third-party contractors solely on a need-to-know basis in furtherance of a Permitted Purpose.
7. NO LICENSE. All Confidential Information shall at all times remain the property of Office Depot. Office Depot does not grant or extend to you any rights of any kind under any patent,copyright, trademark, trade secret or other intellectual property right which Office Depot may now have or may hereby obtain with respect to the Confidential Information.
8. COPIES OF CONFIDENTIAL INFORMATION. Recording, copying, photographing or any other reproduction of Confidential Information is prohibited without the prior written approval of an authorized representative of Office Depot.
9.RETURN OF CONFIDENTIAL INFORMATION. You will, upon Office Depot’s written request (a) promptly deliver to Office Depot all Confidential Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon; or (b) destroy all Confidential Information in your possession or control and certify the destruction thereof in a
written certification signed by you.
10.REMEDIES. It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement and that Office Depot shall be entitled to seek specific performance and injunctive or other equitable relief as aremedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy for breach ofthis Agreement but shall be in addition to all other remedies available at law or in equity.
11. ASSIGNMENT. You may not assign this Agreement without the prior written consent of Office Depot. Any assignment without such consent shall be void and is a material breach hereof.
12. COMPELLED DISCLOSURES. You shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided you shall (to the extent permitted by applicable law) provide Office Depot prompt written notice of any such proceeding and offer reasonable cooperation in any effort to obtain a protective order.
13.NO USE OF NAMES. You may not use the name or logo of Office Depot or its affiliates, or any abbreviation or adaptation thereof, in any advertising, trade display, or published statement or press release, or for any other commercial purpose, without the prior written consent of Office Depot. The fact that you and Office Depot are engaged in discussions concerning the potential business transaction, and the terms of those discussions, shall be deemed Confidential Information and may not be disclosed for any purpose.
14. NO COMMITMENT. Nothing in this Agreement will constitute a commitment by Office Depot to develop or disclose any information or materials, including any Confidential Information, or to acquire or recommend any product, service or asset of you. The provision of Confidential Information to you as contemplated under this Agreement and discussions held in connection with the potential business transaction with you will not prevent Office Depot from pursuing similar discussions with third parties or obligate Office Depot to continue discussions with the other party, nor will Office Depot otherwise be obligated to take, continue or forego any action.
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