{"id":42695,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/professional-services-agreement-support-com-inc-and-office.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"professional-services-agreement-support-com-inc-and-office","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/professional-services-agreement-support-com-inc-and-office.html","title":{"rendered":"Professional Services Agreement – Support.com Inc. and Office Depot, Inc."},"content":{"rendered":"

PROFESSIONAL SERVICES AGREEMENT <\/strong><\/p>\n

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement<\/strong>“), dated
\nJuly 26, 2007 (the “Effective Date<\/strong>“), is between OFFICE DEPOT,
\nINC., a Delaware corporation located at 2200 Old Germantown Road, Delray Beach,
\nFL 33445 (“Office Depot<\/strong>“), including its subsidiaries and
\naffiliates and SUPPORTSOFT, INC., located at 1900 Seaport Blvd., 3rd Floor,
\nRedwood City, California 94063 (“SupportSoft<\/strong>“) (each of
\nSupportSoft and Office Depot, a “Party<\/strong>,” and together, the
\n“Parties<\/strong>“). Office Depot and SupportSoft agree as follows:<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Definitions<\/u><\/strong>.<\/strong> In addition to terms
\ndefined elsewhere in the Agreement, the following terms have the meanings
\nascribed to them below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.1.<\/p>\n<\/td>\n

\n

“Customer<\/strong>” means a purchaser of technology support services
\nfrom Office Depot who has entered into a Work Order with Office Depot for those
\nservices and purchases the services for internal use and not for distribution or
\nresale.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.2.<\/p>\n<\/td>\n

\n

“End User License Agreement<\/strong>” or “EULA<\/strong>”
\nmeans the license agreement accompanying SupportSoft Software and governing end
\nusers access to and use of the Software.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.3.<\/p>\n<\/td>\n

\n

“Intellectual Property Rights<\/strong>” means all current and future
\nworldwide patents, patent applications, copyrights, copyright registrations and
\napplications therefore, mask work rights, trade secrets, and all other
\nintellectual property rights recognized anywhere in the world, now known or
\nlater developed, and the related documentation or other tangible expression
\nthereof, including documentation related to ownership.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.4.<\/p>\n<\/td>\n

\n

“Software<\/strong>” means the SupportSoft software, in object code,
\nand any accompanying documentation, that SupportSoft may provide to Office Depot
\npursuant to an SOW for distribution to Customers, solely for Customers153 internal
\nuse in conjunction with the purchase of Services.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.5.<\/p>\n<\/td>\n

\n

“Statement of Work<\/strong>” or “SOW<\/strong>” means a
\nmutually agreed, signed statement of work attached to this Agreement and
\nincorporated herein by reference.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.6.<\/p>\n<\/td>\n

\n

“Technology<\/strong>” means all technology, including all inventions,
\nknow-how, techniques, design rules, algorithms, routines, software, files,
\ndatabases, works of authorship, processes, devices, prototypes, schematics, test
\nmethodologies, any media on which any of the foregoing is recorded, and any
\nother tangible embodiments of any of the foregoing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.7.<\/p>\n<\/td>\n

\n

“Work Order<\/strong>” means the order form and accompanying terms and
\nconditions applicable to Customers153 purchase of services from Office Depot.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Services<\/u><\/strong>.<\/strong> During the term of this
\nAgreement, SupportSoft shall make itself and its personnel available to perform
\ntechnology support services, as described in the Remote Services Program
\nSpecification attached as Exhibit A to this Agreement and in any SOW, to
\nCustomers of Office Depot (the “Services”). For each Customer purchase of
\nServices, Office Depot will enter into a Work Order with the Customer
\nidentifying the particular Services sold, and containing terms and conditions
\nfor the delivery of the Services that are substantially similar to, and at least
\nas protective to SupportSoft, as the support.com Terms and Conditions attached
\nhereto as Exhibit D (support.com Service Terms and Conditions).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Marketing and Promotional
\nActivities<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

3.1.<\/p>\n<\/td>\n

\n

Branding<\/u><\/strong>.<\/strong> The Services will be
\nbranded by Office Depot and will be identified as “Delivered by support.com”, as
\nfurther described in Exhibit A. Unless otherwise set forth in an Exhibit or SOW,
\nneither Party may engage in any marketing or promotional activities involving
\nthe other Party153s brand features without the other Party153s prior written
\nconsent, and any such use shall be subject to appropriate license terms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

3.2.<\/p>\n<\/td>\n

\n

Marketing Plan<\/u><\/strong>.<\/strong> Each Party shall
\nperform its respective marketing and promotion activities with respect to the
\nServices as set forth in Exhibit E (Marketing Plan).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Intellectual Property; Licenses<\/u><\/strong>.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.1.<\/strong><\/p>\n<\/td>\n

\n

Intellectual Property Ownership. <\/strong>SupportSoft retains and
\nshall own all right, title and interest in and to its Technology, Software and
\nServices, and all Intellectual Property Rights in and to the foregoing. Office
\nDepot shall acquire no right, title or interest in any Intellectual Property
\nRights related to SupportSoft153s Technology, Services or Software other than the
\nlicense rights as described in Section 4 of this Agreement. All rights not
\nexpressly granted, are reserved to SupportSoft.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.2.<\/strong><\/p>\n<\/td>\n

\n

License to SupportSoft Software. <\/strong>Subject to the terms and
\nconditions of this Agreement and the applicable SOW, SupportSoft hereby grants
\nto Office Depot a nonexclusive, nontransferable license (without the right to
\ngrant sublicenses) to (i) reproduce and distribute the Software (in executable
\nform only) solely to Customers who agree to be bound by the terms of the
\napplicable end user license agreements and solely as bundled with the Services;
\nand (ii) use the Software solely in providing Services to such Customers.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.3.<\/strong><\/p>\n<\/td>\n

\n

Software License Restrictions.<\/strong> Except to the extent
\nexpressly stated herein, Office Depot shall not (and shall not enable or permit
\nany third party to) (i) decompile, disassemble, or otherwise reverse engineer
\n(except to the extent that applicable law prohibits reverse engineering
\nrestrictions) or attempt to reconstruct or discover any source code, underlying
\nideas, algorithms, file formats or programming or interoperability interfaces of
\nthe Software by any means whatsoever, (ii) remove any product identification,
\ncopyright or other notices, (iii) provide, lease, lend, or use for timesharing,
\nservice bureau or hosting purposes, or otherwise use or allow others to use the
\nSoftware to or for the benefit of third parties, (iv) modify, translate, convert
\nto another programming language, incorporate into or with other software or
\ncreate a derivative work of any part of the Software or SupportSoft Technology,
\n(v) disseminate information or analysis (including, without limitation,
\nbenchmarks) regarding the quality or performance of the Software, (vi) use any
\nthird party software included with the Software, except in conjunction with the
\nSoftware and Services, or (vii) access or use any portion or functionality of
\nthe Software not expressly licensed to Office Depot or utilize the Software, or
\nany component or output thereof, except through application program interfaces
\ndocumented by SupportSoft. Office Depot must reproduce and include the copyright
\nnotice and other proprietary notices that appear on the original Software on any
\ncopies and any media thereof made in accordance with the terms of this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.4.<\/strong><\/p>\n<\/td>\n

\n

SupportSoft Trademark License. <\/strong>Subject to the terms and
\nconditions of this Agreement, SupportSoft grants to Office Depot a nonexclusive,
\nnontransferable license (without the right to grant sublicenses) to use and
\nreproduce the SupportSoft trademarks and logos identified in writing by
\nSupportSoft solely in connection with the marketing and promotional activities
\ncontemplated under Section 3. Office Depot agrees to comply with SupportSoft153s
\ntrademark guidelines and policies provided by SupportSoft, as may be modified by
\nSupportSoft from time to time in its sole discretion. Office Depot acknowledges
\nSupportSoft153s exclusive ownership of the SupportSoft trademarks and logos and
\nagrees not to take any action inconsistent with such ownership. Upon
\nSupportSoft153s reasonable request, Office Depot will provide SupportSoft with
\nsamples of materials that contain the SupportSoft trademarks or logos prior to
\ntheir public use, distribution or display for SupportSoft153s quality assurance
\npurposes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.5.<\/strong><\/p>\n<\/td>\n

\n

Office Depot Trademark License. <\/strong>Subject to the terms and
\nconditions of this Agreement, Office Depot grants to SupportSoft a nonexclusive,
\nnontransferable license (without the right to grant sublicenses) to use and
\nreproduce the Office Depot trademarks and logos identified in writing by Office
\nDepot solely in connection with SupportSoft153s performance of the Services
\ncontemplated in the Agreement. SupportSoft agrees to comply with Office Depot153s
\ntrademark guidelines and policies provided by Office Depot, as may be modified
\nby Office Depot from time to time in its sole discretion. SupportSoft
\nacknowledges Office Depot153s exclusive ownership of the Office Depot trademarks
\nand logos and agrees not to take any action inconsistent with such ownership.
\nUpon Office Depot153s reasonable request, SupportSoft will provide Office Depot
\nwith samples of materials that contain the Office Depot trademarks or logos
\nprior to their public use, distribution or display for Office Depot153s quality
\nassurance purposes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Term and Termination<\/u><\/strong>. <\/strong>The term of
\nthis Agreement shall commence on the Effective Date and continue for a period of
\none (1) year after the National Launch, as specified in Exhibit A to this
\nAgreement (the “Initial Term”). Upon the expiration of the Initial Term, the
\nParties may agree to extend the Agreement for an additional twelve (12) months
\n(the “Renewal Term”) by written agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.1.<\/strong><\/p>\n<\/td>\n

\n

Except as otherwise set forth herein, upon termination, Office Depot shall
\nnot be obligated to SupportSoft, or its successors or assigns, for any payments
\nother than for Services performed in accordance with this Agreement prior to the
\ndate of termination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.2.<\/strong><\/p>\n<\/td>\n

\n

If either Party fails to perform any of its material obligations hereunder,
\nand does not cure such failure within thirty (30) days after receipt of written
\nnotice from the non-defaulting Party, the non-defaulting Party may, in addition
\nto any other rights it may have under this Agreement, terminate this Agreement.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.3.<\/strong><\/p>\n<\/td>\n

\n

Absent a good faith dispute, if Office Depot fails to make payment to
\nSupportSoft pursuant to this Agreement when such payment is due, and does not
\nfully cure such failure within ten (10) business days after receipt of written
\nnotice thereof from SupportSoft, SupportSoft may, in addition to any other
\nrights it may have under this Agreement, terminate this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.4.<\/strong><\/p>\n<\/td>\n

\n

If, under the terms of this Agreement, Office Depot is unable to ramp up to,
\nor otherwise withdraws, such quantity or type of services and, SupportSoft, in
\nits reasonable judgment, determines that it is no longer commercially reasonable
\nfor SupportSoft to continue to provide any or all Services hereunder, based upon
\nthe then-current pricing and contractual terms, then SupportSoft may terminate
\nthis Agreement upon thirty (30) days153 prior written notice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.5.<\/strong><\/p>\n<\/td>\n

\n

After the Initial Term, either Party may terminate the Agreement for
\nconvenience upon *** (***) *** prior written notice to the other Party.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

5.6.<\/strong><\/p>\n<\/td>\n

\n

The following Sections will survive any expiration or termination of this
\nAgreement: Sections 1, 4.1, 4.3, 5.6, 6, 8.2 (for the period identified
\ntherein), 9, 11.2, 12.3, 14, 15, 16, and 18.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

Payment<\/u><\/strong>. <\/strong>Rates charged for Services
\nshall be set forth in Exhibit F (Pricing), attached hereto, unless otherwise set
\nforth in an SOW. SupportSoft will invoice Office Depot monthly for Services
\nperformed in the immediately preceding month. Payments shall be made in full
\nwithin *** (***) *** following the date of invoice. Services will be deemed
\naccepted upon completion of performance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

6.1.<\/strong><\/p>\n<\/td>\n

\n

Office Depot agrees to pay amounts equal to any applicable taxes, including,
\nbut not limited to, sales and use taxes, resulting from any transaction under
\nthis Agreement, excluding taxes based on SupportSoft net income.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

Independent Contractor<\/u><\/strong>.<\/strong> Pursuant to
\nthis Agreement, SupportSoft and Office Depot intend to enter into an
\narm153s-length commercial relationship. The Parties confirm and agree that no
\nemployment relationship is intended nor will be created by provision of Services
\ncontemplated by this Agreement. SupportSoft and its personnel, in performing the
\nServices, shall act solely as an independent contractor; SupportSoft, and any
\nemployees or agents of SupportSoft, shall under no circumstances be treated as
\nor deemed to be employees of Office Depot. Nothing in this Agreement shall be
\nconstrued to create a partnership, agency, joint venture, or employer-employee
\nrelationship as between Office Depot and SupportSoft, or as between Office Depot
\nand SupportSoft employees. SupportSoft understands Office Depot has no federal,
\nstate, or local obligations regarding employee liability or insurance to
\nemployees of SupportSoft, and Office Depot153s total commitment and obligations
\nconcerning such under this Agreement are limited to the cash payments set forth
\nherein or in any applicable SOW. SupportSoft expressly represents and agrees
\nthat it is solely responsible for timely remittance to appropriate authorities
\nof all federal, state, and local taxes and charges incident to the provision of
\nand payment of compensation and\/or benefits owing to its employees for Services
\nand to the operation of SupportSoft153s business, including, but not limited to,
\npayment of workers153 compensation insurance premiums, social security taxes
\n(FICA, OASDI, Medicare hospitalization), and federal and state income taxes
\n(including quarterly estimated taxes). NEITHER SUPPORTSOFT NOR ITS EMPLOYEES
\nSHALL HOLD ITSELF (OR HIMSELF OR HERSELF, AS THE CASE MAY BE) OUT OR OTHERWISE
\nREPRESENT ITSELF (OR HIMSELF OR HERSELF, AS THE CASE MAY BE) TO ANY PERSON OR
\nENTITY AS ANYTHING OTHER THAN AN INDEPENDENT CONTRACTOR OF OFFICE DEPOT. Unless
\notherwise set forth in a Statement of Work, neither SupportSoft nor its
\nemployees shall be entitled to enter into any contract, agreement, arrangement,
\nor association on behalf of Office Depot. SupportSoft shall have sole right and
\nresponsibility to supervise its employees in the performance of the Services.
\nEach Party shall comply with all state and federal laws which relate to the
\nemployment of its employees and of conduct of its business.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

Written Records and Reporting;
\nAudit<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

8.1.<\/strong><\/p>\n<\/td>\n

\n

Records.<\/strong> From time to time, as specifically set forth in the
\napplicable SOW, each Party shall furnish to the other Party written reports
\npertaining to the Services, including details regarding Work Orders, sales
\nvolumes, sales forecasts, transactions, and Services delivered.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

8.2.<\/strong><\/p>\n<\/td>\n

\n

Audit. <\/strong>Each Party agrees to maintain records supporting the
\npayments made hereunder for a period of two (2) years following the date that
\nthe payment is due. The relevant portion of such records and accounts will be
\navailable for inspection and audit by an independent certified public accountant
\nselected by the auditing Party and acceptable to the other Party (but not more
\nthan once in any twelve (12) month period) during regular business hours, upon
\nreasonable advance notice, and conducted in a manner that does not unreasonably
\ninterfere with the operation of the audited Party153s business. Except as provided
\nherein, the auditing Party will bear the sole costs and expenses in connection
\nwith such audit. Any underpayments discovered under any audit performed pursuant
\nto this Section 8.2 will be paid promptly by the audited Party following the
\nreceipt of a final report from the auditor. Any overpayments found by the
\nauditor will be deducted from any following payments due until such overpayment
\nis fully recouped there from. In the event that a discrepancy is found of
\ngreater than ten percent (10%) of revenue for the period that is being audited,
\nthen the audited Party will bear the reasonable costs of the audit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

Confidential Data<\/u><\/strong>. <\/strong>During the
\nperformance of this Agreement, each Party may disclose to the other certain
\nConfidential Information, as such term in defined in the Mutual Nondisclosure
\nAgreement entered into by and between the Parties on *** (herein, the “NDA”).
\nSuch NDA is attached hereto as Exhibit G (Mutual Nondisclosure Agreement) and is
\nincorporated herein by reference. Any such Confidential Information disclosed
\nhereunder will be subject to the terms and conditions of the NDA; provided that,
\nas related to Confidential Information disclosed under this Agreement, the
\nrights and obligations of the Parties under such NDA will survive for a period
\nof two (2) years after termination or expiration of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

Conflict of Interest<\/u><\/strong>. <\/strong>SupportSoft
\nrepresents and warrants that it has no commitments or obligations to perform
\nServices for others during the period of this Agreement which would materially
\ninterfere with the performance of SupportSoft obligations under this Agreement.
\nOther than as prohibited by this paragraph, SupportSoft shall be free to provide
\nservices to its other customers and clients.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

Compliance with Regulations and Policies<\/u><\/strong>.
\n<\/strong>Unless otherwise set forth in the applicable SOW, SupportSoft shall
\nperform the Services at SupportSoft premises or on-site at Office Depot153s
\npremises, and shall be responsible for providing all equipment and supplies
\nnecessary to perform the Services. If the performance of the Services requires
\nSupportSoft to be located at Office Depot facilities, SupportSoft shall comply
\nwith all applicable federal or state laws and regulatory requirements, all
\nsafety and health regulations, and all policies and procedures, including
\nanti-harassment policies, prescribed by Office Depot and provided to
\nSupportSoft. SupportSoft remains responsible for ensuring that SupportSoft
\nemployees comply with such laws, regulations, and safety laws and policies and
\nprocedures, and supervision of SupportSoft employees remains SupportSoft153s
\nresponsibility.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.1.<\/strong><\/p>\n<\/td>\n

\n

SupportSoft hereby certifies compliance with all federal, state, and local
\nemployment laws and regulations, including, but not limited to, the Immigration
\nReform and Control Act (“IRCA”). SupportSoft specifically certifies that each of
\nits employees and subcontractors have completed an 1-9 form as required by IRCA
\nand that the completed forms are maintained in accordance with the provisions of
\nIRCA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

11.2.<\/strong><\/p>\n<\/td>\n

\n

Each Party agrees to comply with the other Party153s then-current privacy
\npolicy provided by such Party), relating to any of a Customer153s personally
\nidentifiable information so disclosed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
\n

12.<\/strong><\/p>\n<\/td>\n

\n

Warranty; Warranty Disclaimer<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

12.1.<\/strong><\/p>\n<\/td>\n

\n

SupportSoft represents and warrants that Services provided hereunder shall be
\nperformed (i) in a professional, timely and workmanlike manner, (ii) in
\naccordance with industry standards; and (iii) substantially in accordance with
\nthe applicable SOW. As the sole and exclusive remedy for breach of the foregoing
\nwarranty, if a Customer experiences a problem with the Services and calls
\nSupportSoft within seven (7) days of the date the Services were originally
\nperformed, SupportSoft will use commercially reasonable efforts to try to
\nresolve the Customer153s problem at no additional charge, but no refund will be
\nprovided. As set forth below, there are no other warranties for the Services,
\nSupportSoft shall pass through to Office Depot all applicable manufacturer
\nwarranties, if such warranties have been granted to SupportSoft.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

12.2.<\/strong><\/p>\n<\/td>\n

\n

Customer Consents and Licenses. Office Depot represents and warrants that it
\nwill obtain all required consents and authorizations from Customers to enable
\nSupportSoft to access Customers153 computers and perform the Services. For any
\nsoftware provided by SupportSoft to Office Depot for distribution to Customers
\nor installation on Customer computers, as set forth in an SOW, Office Depot will
\nrequire any Customer or other end user of such software to agree to be bound by
\nthe terms and conditions of any applicable SupportSoft EULA or third-party end
\nuser license agreement. Office Depot will also provide each such Customer with
\ncopies of the applicable Supportsoft EULA and third-party end user license
\nagreements and will present to such Customer SupportSoft153s then-current privacy
\npolicy, with a statement that such privacy policy applies to the Services
\nperformed by SupportSoft.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

12.3.<\/strong><\/p>\n<\/td>\n

\n

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES (INCLUDING, WITHOUT
\nLIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) ARE PROVIDED “AS IS,” WITHOUT
\nWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
\nANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS
\nOF THE SERVICES, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY
\nOR FITNESS FOR A PARTICULAR PURPOSE. SUPPORTSOFT DOES NOT WARRANT THAT THE
\nSERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN
\nRESOLVING CUSTOMER QUESTIONS OR COMPUTER PROBLEMS. SUPPORTSOFT MAKES NO WARRANTY
\nTHAT THE SERVICES WILL MEET USERS153 EXPECTATIONS OR REQUIREMENTS. NO ADVICE,
\nRESULTS, CONTENT OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMERS
\nFROM THE SERVICES OR FROM OFFICE DEPOT SHALL CREATE ANY WARRANTY. ANY CONTENT OR
\nSOFTWARE THAT CUSTOMERS ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT
\nCUSTOMERS153 OWN DISCRETION AND RISK AND CUSTOMERS AGREE THAT THEY WILL BE SOLELY
\nRESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/strong><\/p>\n<\/td>\n

\n

Staffing<\/u><\/strong>.<\/strong> SupportSoft is responsible
\nfor supplying its employees to perform the Services, and SupportSoft is
\nresponsible for supervising and\/or directing those employees. It is
\nSupportSoft153s responsibility to ensure that its employees are sufficiently
\ncompetent and experienced to ensure that the Services are performed in
\naccordance with good industry practices. SupportSoft shall use reasonable
\nefforts to ensure the continued employment by SupportSoft of its employees or
\nsubcontractors who perform the Services for Office Depot pursuant to this
\nAgreement. If, at any time during the performance of this Agreement, in Office
\nDepot153s sole but reasonable determination, the performance of a particular
\nSupportSoft employee or subcontractor is not compliant with the terms of this
\nAgreement, Office Depot shall promptly notify SupportSoft in writing of Office
\nDepot153s determination and the Parties shall discuss in good faith the
\nappropriate actions to be taken to resolve such issue. SupportSoft shall be
\nprimarily liable for the acts or omissions of any subcontractors engaged to
\nperform Services under this Agreement or any SOW.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

14.<\/strong><\/p>\n<\/td>\n

\n

Intellectual Property Indemnity<\/u><\/strong>.<\/strong>
\nSupportSoft agrees, at its own expense, to (1) indemnify and defend Office Depot
\nagainst or, at its option, to settle any third party claim, suit, or proceeding
\nbrought against Office Depot on the issue of any U.S. trademark, patent, or
\ncopyright infringement with respect to the SupportSoft Technology or Software
\nprovided to Office Depot, or Services performed by SupportSoft; and (2) pay
\nOffice Depot any and all costs, damages, and reasonable attorneys153 fees and
\nexpenses for which Office Depot is found liable to such third party as a result
\nof, or agrees to pay in settlement of, any lawsuit based on such a claim,
\nprovided that Office Depot (i) notifies SupportSoft within a reasonable period
\nafter it receives notice of such claim, (ii) provides SupportSoft sole control
\nover the defense or settlement of such claim, and (iii) fully cooperates with
\nSupportSoft in its defense or settlement of such claim. Notwithstanding the
\nforegoing, SupportSoft will have no obligation under this Section 14 with
\nrespect to any such infringement claim based on a combination of the SupportSoft
\nTechnology, Software or Services with any products, technology or services not
\nprovided by SupportSoft, or for any modification or unauthorized use of the
\nSupportSoft Technology, Software or Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
\n

15.<\/strong><\/p>\n<\/td>\n

\n

Indemnification<\/u><\/strong>.<\/strong> With respect to
\ndamages related to third parties, each Party (the “Indemnifying Party”) shall
\nindemnify and hold harmless the other Party (the “Indemnified Party”), its
\nagents, and its employees from and against any and all liability, loss, damage,
\nor expense, including reasonable legal fees and costs of defense, arising from
\nany third party claim, demand, action, or cause of action asserted against the
\nIndemnified Party to the extent resulting from: (i) any breach of any
\nrepresentation, warranty or covenant by the Indemnifying Party; (ii) negligence
\nor willful misconduct on the part of the Indemnifying Party, its employees,
\nsubcontractors, or agents; and\/or (iii) the Indemnifying Party153s failure to
\ncomply with federal, state, local, or other applicable law relating to its
\nperformance of services or this Agreement (including, but not limited to, those
\nlaws set forth in Section 11 above). The Indemnified Party shall notify the
\nIndemnifying Party as soon as practicable of any circumstances or set of
\ncircumstances that might reasonably lead to the operation of this paragraph. The
\nIndemnifying Party will have sole control over the defense or settlement of such
\nmatters, and the Indemnified Party agrees to cooperate fully in such defense or
\nsettlement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

16.<\/strong><\/p>\n<\/td>\n

\n

Limitation of Liability<\/u><\/strong>.<\/strong> EXCEPT FOR
\nTHE PARTIES153 INDEMNIFICATION OBLIGATIONS IN SECTIONS 14 AND 15 ABOVE OR EITHER
\nPARTY153S WILLFUL, OR KNOWING BREACH OF SECTION 4, IN NO EVENT WILL EITHER PARTY
\nBE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
\nCONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL
\nTHEORY, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR ITS USE, LOSS OF PROFITS,
\nLOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY
\nOF SUCH LOSS OR DAMAGE. REGARDLESS OF THE FORM OF ACTION, OTHER THAN AN ACTION
\nFOR PAYMENT OF AMOUNTS DUE UNDER THE AGREEMENT, THE PARTIES153 INDEMNIFICATION
\nOBLIGATIONS IN SECTIONS 14 AND 15 ABOVE, AND EITHER PARTY153S WILLFUL OR KNOWING
\nBREACH OF SECTION 4, THE TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT
\nSHALL NOT EXCEED THE TOTAL AMOUNT PAID TO SUPPORTSOFT FOR SERVICES
\nSATISFACTORILY PERFORMED UNDER THIS AGREEMENT AS OF THE DATE OF SUCH CLAIM.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

17.<\/strong><\/p>\n<\/td>\n

\n

Insurance<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

17.1.<\/strong><\/p>\n<\/td>\n

\n

SupportSoft Liability Insurance<\/u>. During the performance of the
\nServices, SupportSoft at its cost and expense, shall purchase and maintain the
\ninsurance set forth in this Section 17. The insurance shall be purchased and
\nmaintained in companies acceptable to Office Depot and shall be primary with no
\nright of contribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

17.2.<\/strong><\/p>\n<\/td>\n

\n

Workers153 Compensation and Employers153 Liability<\/u>. Statutory Worker153s
\nCompensation Insurance and Employer153s Liability Insurance with a limit of
\n$1,000,000; including coverage for occupational injury, illness and disease, and
\nother similar social insurance in accordance with the laws of the country, state
\nor territory exercising jurisdiction over the employee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

17.3.<\/strong><\/p>\n<\/td>\n

\n

General Liability<\/u>. Comprehensive General Liability Insurance,
\nincluding Products, Completed Operations, Premises Operations, Personal and
\nAdvertising Injury, Contractual and Broad Form Property Damage liability
\ncoverage, on an occurrence basis, with a minimum combined single limit per
\noccurrence of $1,000,000 and a general aggregate limit of $2,000,000.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

17.4.<\/strong><\/p>\n<\/td>\n

\n

Automobile Liability<\/u>. Automobile Liability Insurance covering use of
\nall owned, non-owned and hired automobiles for bodily injury, property damage,
\nuninsured motorist and underinsured motorist liability with a minimum combined
\nsingle limit per accident of $1,000,000.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

17.5.<\/strong><\/p>\n<\/td>\n

\n

Insurance Certificate<\/u>. Unless otherwise agreed to by the Parties,
\nSupportSoft shall not be permitted to begin to provide Services without first
\ndelivering to Office Depot153s designated representative certificates from
\nSupportSoft insurers evidencing the above reference coverages.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

17.6.<\/strong><\/p>\n<\/td>\n

\n

No Waiver<\/u>. Failure of Office Depot to demand insurance certificates or
\nother evidence of full compliance with these insurance requirements or failure
\nof Office Depot to identify a deficiency from evidence that is provided shall
\nnot be construed as a waiver of SupportSoft153s obligation to maintain such
\ninsurance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
<\/td>\n\n

17.7.<\/strong><\/p>\n<\/td>\n

\n

Deductibles<\/u>. SupportSoft may purchase the above-required insurance
\npolicies with such reasonable deductibles as it may elect; provided that losses
\nnot covered by reason of such deductible shall be for SupportSoft account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

18.<\/strong><\/p>\n<\/td>\n

\n

General<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.1.<\/strong><\/p>\n<\/td>\n

\n

Assignment<\/u>. Neither Party shall assign this Agreement without the
\nprior written consent of the other Party, which consent shall not be
\nunreasonably withheld or delayed. Any attempt to assign this Agreement without
\nprior consent shall be void.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.2.<\/strong><\/p>\n<\/td>\n

\n

Entire Agreement<\/u>. This Agreement, including completed SOWs, Schedules,
\nAppendices and Exhibits, constitutes the entire agreement between the Parties.
\nAll prior negotiations, proposals, and agreements between the Parties concerning
\nthe subject matter contained in this Agreement, are canceled and superseded by
\nthis Agreement. Any changes to this Agreement must be agreed to by both Parties
\nin writing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.3.<\/strong><\/p>\n<\/td>\n

\n

Notices and Consent<\/u>. Any notice, demand, or consent required or
\npermitted to be given under the terms of this Agreement shall be deemed to have
\nbeen duly given or made, if given by any of the following methods:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18.3.1 Deposited in the United States mail, in a sealed envelope, postage
\nprepaid, by registered or certified mail, return receipt requested, or hand
\ndelivered, respectively addressed as follows:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

To Office Depot:<\/p>\n<\/td>\n

<\/td>\n\n

Office Depot, Inc<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

2200 Old Germantown Road<\/p>\n

Delray Beach, FL 33445<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention: John Lostroscio, Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

With a copy to:<\/p>\n<\/td>\n

<\/td>\n\n

Office Depot, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

2200 Old Germantown Road Delray Beach, FL 33445<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attn: Office of the General Counsel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

To SupportSoft:<\/p>\n<\/td>\n

<\/td>\n\n

SupportSoft, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

1900 Seaport Blvd., Third Floor Redwood City, CA 94063<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attn: Richard Mandeberg<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

With a copy to:<\/p>\n<\/td>\n

<\/td>\n\n

SupportSoft, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

1900 Seaport Blvd., Third Floor Redwood City, CA 94063<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attn: Office of the General Counsel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18.3.2 Sent to the above address via an established national overnight
\ndelivery service, charges prepaid; or<\/p>\n

18.3.3 Sent via any electronic communications method, if the sender (i)
\nobtains written confirmation of receipt of the communication by the electronic
\ncommunication equipment at the office of the addressee listed above; and (ii)
\nimmediately follows such notice with a second notice in one of the methods set
\nforth in 18.3.1 or 18.3.2 above.<\/p>\n

18.3.4 Notices shall be effective on the third day after posting if sent by
\nmail, on the next day after posting if sent by express courier and on the day of
\ndispatch if manually delivered within regular business hours or if transmitted
\nwithin regular business hours by electronic communication methods.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
<\/td>\n\n

18.4.<\/strong><\/p>\n<\/td>\n

\n

Severability<\/u>. If a court of competent jurisdiction shall hold any
\nprovisions of this Agreement invalid or unenforceable, such invalidity or
\nunenforceability shall not affect any other provision of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.5.<\/strong><\/p>\n<\/td>\n

\n

Waiver<\/u>. The failure of either Party to enforce at any time or for any
\nperiod of time any of the provisions of this Agreement will not be construed to
\nbe a waiver of such provisions or of its right thereafter to enforce such
\nprovision and each and every provision thereafter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.6.<\/strong><\/p>\n<\/td>\n

\n

Invalid Provisions<\/u>. If any of the provisions of this Agreement are
\nheld to be invalid, illegal, or unenforceable, the provisions shall remain in
\neffect to the extent allowed by law and the validity, legality, and
\nenforceability of the remaining provisions shall in no way be affected or
\nimpaired thereby.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.7.<\/strong><\/p>\n<\/td>\n

\n

Governing Law<\/u>. This Agreement shall be interpreted in accordance with
\nNew York law. Each Party acknowledges that any actual or threatened breach of
\nSection 4 or 9 may cause the other Party irreparable harm for which money
\ndamages may not be an adequate remedy, and that injunctive relief may be an
\nappropriate remedy for such breach. Each party will comply with all applicable
\nexport and import control laws and regulations in the use and distribution of
\nthe Software, Services and any other SupportSoft Technology.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.8.<\/strong><\/p>\n<\/td>\n

\n

Breaches of Agreement<\/u>. Both Parties agree that if either Party
\nbreaches any term or condition of this Agreement, subject to the non-breaching
\nParty153s termination rights under Section 5, the remaining provisions, clauses,
\nand\/or articles of this Agreement, or parts thereof, remain valid and in full
\nforce or effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.9.<\/strong><\/p>\n<\/td>\n

\n

Non-Solicitation of Personnel<\/u>. Neither Party shall employ or otherwise
\ncontract for the same or similar services of any current employee, subcontractor
\nor agent (hereafter collectively referred to for this provision as “Personnel”)
\nof the other Party, performing duties in support of this Agreement, or Personnel
\nhired by the other Party, performing duties in support of this Agreement, during
\nthe term hereof until one year after the earlier of: (a) the termination of such
\nPersonnel153s employment; or (b) the termination of this Agreement. No offer or
\nother form of solicitation of employment will be made at any time when the
\nemployment of such Personnel is prohibited by this Agreement; provided however,
\nthat this limitation shall not prohibit the solicitation, recruitment or hiring
\nof anyone who is identified solely as a result of their response to a general
\nadvertisement by Office Depot. The intention of this Section is to prohibit the
\nactive recruitment of Personnel of the other Party.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.10.<\/strong><\/p>\n<\/td>\n

\n

Force Majeure<\/u>. Neither Party will be responsible or liable in any way
\nfor its failure to perform or delay in performance of its obligations under this
\nAgreement during any period in which performance is prevented or hindered by
\nconditions beyond its reasonable control, including, but not limited to, acts of
\nGod, fire, flood, failure or public utilities, war, criminal activity, malicious
\nacts, embargo, strikes, labor disturbances, explosions, riots, and laws, rules,
\nregulations and orders of any governmental authority.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.11.<\/strong><\/p>\n<\/td>\n

\n

Counterparts<\/u>. This Agreement may be executed in one or more
\ncounterparts, each of which will be deemed to be an original but all of which
\ntogether will constitute one and the same instrument.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

18.12.<\/strong><\/p>\n<\/td>\n

\n

Authority<\/u>. By signing this Agreement, the undersigned representatives
\nof SupportSoft and Office Depot represent and warrant that he\/she has the power
\nand authority to sign this Agreement and that once signed this Agreement is
\nlegally binding on SupportSoft and Office Depot respectfully,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUPPORTSOFT, INC.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

OFFICE DEPOT, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Ken Owyang<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Stephen Olsen<\/p>\n<\/td>\n<\/tr>\n

\n

Name<\/p>\n<\/td>\n

<\/td>\n\n

Ken Owyang<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Name<\/p>\n<\/td>\n

<\/td>\n\n

Stephen Olsen<\/p>\n<\/td>\n<\/tr>\n

\n

Title<\/p>\n<\/td>\n

<\/td>\n\n

CFO<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Title<\/p>\n<\/td>\n

<\/td>\n\n

VP Merchandise Strategy & Scs<\/p>\n<\/td>\n<\/tr>\n

\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

26 July 2007<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

7\/27\/07<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Scott Koern<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name<\/p>\n<\/td>\n

<\/td>\n\n

Scott Koern<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title<\/p>\n<\/td>\n

<\/td>\n\n

SVP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

7\/27\/07<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

List of Exhibits<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

A<\/p>\n<\/td>\n

<\/td>\n\n

Remote Services Program Specification<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

B<\/p>\n<\/td>\n

<\/td>\n\n

Service Statements of Work<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

C<\/p>\n<\/td>\n

<\/td>\n\n

Associate Standard Operating Procedures<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

D<\/p>\n<\/td>\n

<\/td>\n\n

support.com Service Terms and Conditions<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

E<\/p>\n<\/td>\n

<\/td>\n\n

Marketing Plan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

F<\/p>\n<\/td>\n

<\/td>\n\n

Pricing<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

G<\/p>\n<\/td>\n

<\/td>\n\n

Mutual Nondisclosure Agreement<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
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