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.
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