Supplier Guiding Principles

IV.  Bribery and Corruption

Compliance, including but not limited to, matters involving import, export, bribery and corruption concerns

Supplier represents and warrants to Office Depot that all Products supplied have been or shall be produced,

packaged, labeled, shipped and documented in compliance with all applicable laws of the respective country in

which the goods are produced, packaged and shipped, and all other applicable federal, state and local laws,

regulations and administrative rules or orders, including but not limited to those involving or enforced by U.S.

Customs and Border Protection. Supplier further represents and warrants that it is in compliance with all laws, rules

and regulations that are applicable to its relationship with Office Depot including, but not limited to, U.S. laws

regulating prohibition of bribery, anti-terrorism, asset controls and corruption, as well as applicable import or export

laws, regulations and administrative rules or orders. Suppliers are required to notify Office Depot in advance of any

conflicts of interest which may impact the Supplier’s ability to meet compliance requirements. This includes any

relationships with foreign officials or a non-U.S government agency. Supplier shall notify Office Depot immediately

in the event of circumstances or changes that would or may affect Supplier’s ability to remain in compliance with

Office Depot’s compliance standards.

Conflict of Interest: Suppliers should avoid actions that may result in conflicts of interest, which include offering or

providing personal gifts, favors, personal travel expenses, lodging, or other housing, services of any kind, excessive

meals and entertainment, or any other thing of value to Office Depot associates.

Anti-Corruption

Supplier must maintain the highest standards of moral and ethical conduct at all times. Supplier shall not engage in

any form of corrupt practices including, without limitation to, extortion, fraud, impersonation, false declarations or

bribery. Bribes, implied or offered, with the intention of obtaining or retaining a business or other improper

advantage are not to be offered or accepted.

Gifts and Hospitality

Supplier must adhere to the following Office Depot policies regarding gifts and hospitality to help alleviate any

perception of impropriety:

Office Depot associates are not to accept gifts of more than $50 USD in value and Supplier may not offer such

gifts. There are no exceptions.

Office Depot associates are not permitted to purchase items directly from Supplier.

Supplier is to immediately report to Office Depot any inappropriate requests or solicitations made by Office Depot

associates. Suppliers may do so by reporting to Office Depot’s hotline at www.odhotline.com

Suppliers must keep a written account of all payments (including meals, entertainment, gifts or items of value)

made on behalf of Office Depot.