MASTER AGREEMENT FOR BUSINESS PROCESS OUTSOURCING SERVICES between ACS COMMERCIAL SOLUTIONS, INC. and OFFICE DEPOT, INC.

EXHIBIT 10.24

MASTER AGREEMENT FOR BUSINESS PROCESS OUTSOURCING SERVICES

between

ACS COMMERCIAL SOLUTIONS, INC.

and

OFFICE DEPOT, INC.

MASTER AGREEMENT FOR BUSINESS PROCESS OUTSOURCING SERVICES

     This Master Agreement for Business Process Outsourcing Services (this “Agreement” or “MSA”) is entered into between ACS Commercial Solutions, Inc. a Nevada corporation with an address for the purposes of this Agreement at 2828 N. Haskell, Dallas, Texas 75204 (“ACS”) and Office Depot, Inc., a Delaware corporation with an address at 2200 Old Germantown Road, Delray Beach, FL 33445 (“Customer”). (ACS and Customer are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party”.) The obligations set forth in this Agreement will be performed by ACS itself and through direct and indirect wholly-owned subsidiaries. This Agreement will become effective as of November 30, 2004 (the “Effective Date”). This Agreement is further entered into with reference to the following facts:

A. ACS is in the business of providing business process outsourcing and related services to its customers, including the services contemplated by this Agreement; and

B. Customer has chosen to engage ACS to provide certain business process outsourcing services to Customer, as such services may be agreed by Customer and ACS from time to time and documented in separate Statements of Work; and

C. Customer and ACS desire to establish a mechanism for the execution of such Statements of Work and agree upon standard provisions that will govern each such Statements of Work.

     Accordingly, the Parties agree as follows:

1. DEFINITIONS

     In this Agreement, the following terms will have the indicated meanings:

     “Accountancy” will have the meaning set forth in Section 3.6 .

     “ACS Competitor” will mean those persons or entities set forth on the attached Schedule B .

     “ACS Facilities” means any facility owned, operated or managed by ACS from where ACS provides Services.

     “ACS Materials” means any materials, documentation, manuals, guidelines, business processes, methodologies, software, tools, patents, registered designs, trade marks and service marks (whether registered or not), copyright, database rights, inventions, designs, drawings, performances, computer programs, confidential information, business names, or other items licensed or owned by ACS and used by ACS to the Services, including ACS Software (excluding the Customer Materials).

     “ACS Personnel” means employees of ACS and its subcontractors assigned to perform the Services.

     “ACS Solution” means all systems, software, designs, documentation, literary works or works of authorship, computer programs, program tools, drawings, user manuals, technical manuals, charts, graphs, machine readable text and files, computer code (in object code and source code form), applications, utilities, operating systems, procedures, methodologies, databases, ways of doing business, know-how, screen layouts, tools and programs, including all IPR subsisting therein, that ACS uses to provide the Services, implements pursuant to this Agreement or otherwise, or otherwise offers to Customer or other ACS customers as part of ACS service offerings, and any improvements, modifications, corrections, compilations, derivative works, derivations, or other revisions of same. For clarification, the ACS Solution includes the ACS Software, ACS Materials, and unless otherwise expressly stated, the ACS Solution excludes the Existing Customer Solution.

     “ACS Software” means software that is owned or licensed by ACS and used by ACS to provide the Services.

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     “Affiliate” of any specified person or entity, means any other person or entity that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the specified person or entity.

     “Agreement” means this Master Agreement for Business Process Outsourcing Services and all Schedules and Attachments hereto.

     “Authorized User” means a user authorized to access and use one or more portions of the ACS Solution as set forth in the applicable Statement of Work.

     “Base Charges” means the fixed component of Customer’s monthly Charges as set forth in Schedule A , Attachment A (Pricing).

     “Business Day” means any day other than a Saturday, Sunday or legal holiday in the locality in which the Services are provided.

     “Change Control Document” will have the meaning set forth in Section 10.5(b) .

     “Change Control Procedures” will have the meaning set forth in Section 10.5(a) .

     “Charges” will have the meaning set forth in Article 13 .

     “Commissioned Work” means any work, design, output, document, system, software or component thereof (including IPR subsisting therein), that is (a) defined as a Deliverable or project in a task order or similar change order document executed by authorized representatives of both parties; (b) to be provided by ACS or a subcontractor of ACS; (c) provided by ACS at a separately identifiable, discrete charge as stated in the task or change order; and (d) has terms governing Customer’s acceptance testing and acceptance criteria for the Deliverable or project.

     “Confidential Information” will have the meaning set forth in Section 9.1 .

     “Contract Year” means each of the seven (7) annual periods beginning on the Effective Date and each anniversary thereof.

     “Control” and its derivatives means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of more than fifty percent (50%) of voting securities, by contract, or otherwise.

     “Critical Service Levels” means the Critical Service Levels designated as such in Schedule A , Attachment B .

     “Customer Data” means all Confidential Information of Customer as well as all data and information (including data relating to the transactions reflected in this Agreement and databases) (i) submitted to ACS by Customer, (ii) obtained, maintained, developed or produced by ACS or ACS Agents in connection with the Services and/or this Agreement or (iii) to which ACS or ACS Agents have access in connection with the provision of the Services, including, but not limited to, in (i), (ii) and (iii) above, information relating to Customer’s customers, employees, third party vendors, technology, operations, facilities, financials, consumer markets, products, capacities, systems, procedures, security practices, research development, business affairs and finances, and excluding in (i), (ii, and (iii) above any ACS Software, ACS Materials and ACS’ Confidential Information.

     “Customer Facilities” will have the meaning set forth in Section 4.2 .

     “Customer Materials” means any materials, documentation, manuals, guidelines, business processes, methodologies, software, tools, patents, registered designs, trade marks and service marks (whether registered or not), copyright, database rights, inventions, designs, drawings, performances, computer programs, confidential information, business names, or other items licensed or owned by Customer and required to be used by ACS to provide the Services (excluding the ACS Materials).

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     “Customer Third Party Resources” has the meaning set out in Section 8.1(c) above.

     “Deliverable” means a specific item, writing, output or work that (i) is clearly defined and identified in the Statement of Work as a “Deliverable”; and (ii) is to be provided by ACS at a separate charge. Deliverables will not be construed to include any pre-existing works of authorship or other intellectual property rights owned or licensed ACS or a third party or any ACS Software.

     “Disaster” will mean any Force Majeure event (defined herein) that causes an unplanned interruption of the Services and materially impairs the ability of ACS to deliver the Services in the manner specified in Schedule A .

     “Disaster Recovery” will mean the restoration by ACS of the critical processing functions as identified in a Disaster Recovery Plan pursuant to the terms of such plan as set forth in Schedule A , Attachment D (Disaster Recovery Plan). “Effective Date” has the meaning set forth in the introductory paragraph.

     “Equipment” means the computer and related equipment owned or leased by ACS and used by ACS to provide the Services.

     “Excused Performance Problem” will have the meaning set forth in Section 5.3(c) .

     “Executive Committee” will have the meaning set forth in Section 10.2 .

     “Existing Customer Solution” means all systems, software, designs, documentation, literary works or works of authorship, computer programs, program tools, drawings, user manuals, technical manuals, charts, graphs, machine readable text and files, computer code (in object code and source code form), applications, utilities, operating systems, procedures, methodologies, databases, ways of doing business, know-how, screen layouts, tools and programs, including all IPR subsisting therein, that Customer or a Customer Affiliate used immediately prior to the Effective Date to perform functions equivalent or similar to the Services, including all IPR associated with such items.

     “Force Majeure Events” will have the meaning set forth in Section 17.3(a) .

     “Intellectual Property Rights” or “IPR” means all intellectual property rights or analogous rights, including without limitation patents, trade secret, registered designs, trademarks and service marks (whether registered or not), rights in the nature of unfair competition rights, copyright, database right, design right and all similar proprietary rights including those subsisting (in any part of the world) in inventions, designs, drawings, business methods, performances, computer programs, semi-conductor topographies, confidential information, business names, goodwill and the style and presentation of goods or services and applications for protection of any of the above rights anywhere in the world.

     “Interest” means interest at the monthly rate of one percent (1%) or twelve percent (12%) per annum.

     “Key ACS Positions” will have the meaning set forth in Section 7.1(a) .

     “Losses” means all losses, liabilities, damages and claims, and all related costs and expenses (including any and all reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) incurred by an indemnified party in connection with an indemnified claim.

     “Notice of Assumption of Defense” will have the meaning set forth in Section 16.3(a) .

     “Pass-Through Expenses” will mean the actual invoiced amounts (excluding any ACS profit, administrative fee or internal overhead charges) charged to ACS by third parties as more particularly described the applicable Statement of Work.

     “Project Executive” will have the meaning set forth in Section 10.1 .

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     “Reports” will have the meaning set forth in Section 10.4 .

     “Required Consent” will have the meaning set forth in Section 8.1(c) .

     “Schedules” means any schedule, exhibit, agreement or other document either (i) attached to this Agreement, (ii) executed by the Parties concurrently with this Agreement or on the Commencement Date, or (iii) executed by the Parties at any time after the Effective Date, if such document states that it is a Schedule to this Agreement.

     “Service Commencement Date” means the date(s) ACS is obligated to commence provision of Services as more fully described in Schedule A (Statement of Work).

     “Service Levels” will have the meaning set forth in Section 5.1.

     “Service Level Termination Event” will have the meaning set forth in Section 1.6 of Schedule A , Attachment B (SLA) .

     “Services” collectively means those services, functions and responsibilities to be performed by ACS as more fully described in Schedule A (Statement of Work).

     “Software” will mean the source code and object code versions of any applications programs, operating system software, computer software languages, utilities and other computer programs (i.e., any set of statements or instructions to be used directly or indirectly in a computer in order to bring about a certain result), and documentation and supporting materials relating thereto, in whatever form or media, used or developed in connection with the provision of the Services, including the tangible media upon which such applications programs, operating system software, computer software languages, utilities and other computer programs, and documentation and supporting materials relating thereto are recorded or printed, together with all corrections, improvements, updates and releases thereof.

     “Statement of Work” means the document entered into from time to time by Customer, which sets forth the description of Services and related obligations to be performed by ACS under this Agreement, and any support required from Customer.

     “Term” will have the meaning set forth in Section 2.1 .

     “Termination/Expiration Assistance” will have the meaning set forth in Section 18.6(a) .

     “Transitioned Employees” means employees transitioned to ACS pursuant to the terms set forth in Schedule A , Attachment F (Transition Plan).

     “Variable Charges” means the fluctuating component of the Charges, based on Customer’s utilization of the Services or any Charges that are one-time in nature (i.e. not recurring, such as a Pass-Through Expense and are set forth in Schedule A , Attachment A (Pricing).

     “Virus” will mean harmful surreptitious code or other contaminants, including commands, instructions, devices, techniques, bugs, web bugs or design flaws that may be used to access, alter, delete, threaten, infect, assault, vandalize, disrupt, damage, disable, or shut down Customer or ACS’, as the case may be, systems, databases, Software, or hardware.

2. TERM

2.1 Term.

     The term of this Agreement (the “Term”) will begin on the Effective Date and will continue through the seventh (7th) Contract Year, unless earlier terminated or extended in accordance with the provisions of this Agreement.

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2.2 Renewal Term.

     Customer will have the option to request a renewal of the Term for up to one (1) additional one (1) year term by delivering written notice of such renewal to ACS at least ninety (90)days before expiration of the seventh (7th) Contract Year and before expiration of the first renewal term as applicable. ACS will have thirty (30) days after receipt of such notice to respond to Customer, which written response will specify whether or not ACS accepts such renewal request, or under what modified terms and conditions ACS would be willing to accept such renewal. All of the terms of this Agreement will continue to apply without change, unless otherwise agreed by the Parties in writing, during any renewal period(s), and the “Term” as used in this Agreement will refer to both the original 7-year term of this Agreement and any renewal(s) thereof.

3. SERVICES

3.1 Services.

     During the Term of this Agreement, ACS will provide to Customer the Services in accordance with the terms of this Agreement and a Statement of Work Number 1, Schedule A that describes all services, resources and deliverables to be provided by ACS to Customer. Any additional services mutually agreed to by the Parties shall be set forth in a Statement of Work in the form of Schedule A for the compensation set forth therein. Each Statement of Work shall be governed by the terms and conditions of this Agreement by reference and will include the following if applicable: (i) a reference to this Agreement, which reference will be deemed to incorporate all of the provisions of this Agreement; (ii) the date as of which the provisions of the Statement of Work will be effective and, if applicable, the term or period of time during which the Services described therein will be provided; (iii) a description of the Services to be provided by ACS under the Statement of Work (including the location at which such Services are to be provided and, if applicable, the names, positions and rates for all ACS personnel to be used) and the performance criteria, standards and milestones applicable to such Services; (iv) the amounts payable for the Services to be provided under the Statement of Work and the schedule on which such amounts will be invoiced by ACS; and (v) any additional provisions applicable to the Services to be provided under the Statement of Work that are required by this Agreement to be addressed, are not otherwise set forth in this Agreement or are exceptions to the provisions set forth in this Agreement. No Statement of Work will become effective until it has been executed by an authorized representative of each Party. Such Services may be amended and supplemented from time to time pursuant to the Change Control Procedures. Statement of Work Number 1 attached under this Agreement as Schedule A describes the initial services to be provided by ACS to Customer. As described in each applicable Statement of Work, ACS will provide the Services from the locations specified in such Statement of Work; provided, however, with the consent of Customer, which consent will not be unreasonably withheld or delayed, ACS may provide the Services from other service locations.

3.2 Additional Services.

     Customer may, from time to time, request that ACS perform a new or additional service beyond the scope of the Services being provided at the time of such request (the “Additional Services”). Any implementation of such new or additional services will be administered in accordance with Section 10.5 . Customer will initiate all such requests only through an authorized representative in accordance with the process set forth in Section 10.5 and ACS will not begin performing any additional service(s) until an appropriate Change Control Document has been duly executed by Customer and ACS.

3.3 Resources.

     The facilities, personnel, Equipment, Software, and other resources necessary to provide the Services will be described in each Statement of Work. To the extent that Customer is obligated to provide any facilities, personnel, Equipment, Software or other resources in connection with ACS’ provision of the Services, such resources will be specified in the applicable Statement of Work.

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3.4 Affiliates Receiving the Services as of the Effective Date.

     ACS will provide the Services to Customer and to those Affiliates of Customer identified in each applicable Statement of Work provided however that such Affiliates will not be deemed third party beneficiaries of this Agreement and will have no right of action against ACS arising out of this Agreement. Customer may pursue any claims for damages alleged by any Customer Affiliates receiving the Services to the same extent as if such damages were incurred by Customer. If at any time during the Term of this Agreement, Customer sells or otherwise transfers ownership of an Affiliate to a third party, ACS will continue to provide the Services to such Affiliate if requested by Customer, provided, that (i) such divested entity or unit is not an ACS Competitor; (ii) Customer or such divested entity agree to pay any and all costs associated with making the Services available to them (e.g. one time software access fees, telecommunication provisioning charges); and (iii) Customer will remain liable for the payment of all Charges related to the Services provided by ACS to such Affiliate and for any breach of this Agreement arising from the action or inaction of such Affiliate.

3.5 New Affiliates.

     If following the Effective Date, Customer desires ACS to provide Services to an Affiliate of Customer that is not identified in a Statement of Work, then ACS and Customer will follow the Change Control Procedures to add such new Affiliate. Any new Affiliates added pursuant to this Section 3.5 will be subject to Section 3.4 above. Customer will pay any mutually agreed to charges that may be imposed by ACS’ third party suppliers and any other costs and expenses incurred by ACS in order to allow a Customer Affiliate to access the Services.

3.6 No Accountancy.

     Notwithstanding anything set forth in this Agreement or any Exhibit or Schedule hereto, in no event will the Services include, or this Agreement be construed as requiring that ACS (i) perform any services reserved to a licensed or certified public accountant pursuant to the law of any applicable jurisdiction (“Accountancy”), or (ii) provide, or be deemed or construed to have provided, any attestation or opinion in connection with the Services or with respect to any financial statements or disclosures made by Customer or any Customer Affiliate. ACS represents that ACS is not licensed to practice Accountancy in any jurisdiction and Customer acknowledges that a) this Agreement does not require any ACS Personnel to practice Accountancy; (b) no ACS Personnel providing the Services are licensed accountants or certified public accountants; and (c) Customer will retain sole responsibility for verifying or otherwise providing any attestation or opinion as to the reliability of any information contained in or derived from any Customer or Customer Affiliates financial statements or disclosures.

3.7 Reliance on Instructions.

     In performing its obligations under this Agreement, ACS will be entitled to rely upon any routine instructions, authorizations, approvals or other information provided to ACS by Customer. Unless ACS knew or in the course of its provision of the Services or should have known, of any error, incorrectness or inaccuracy in such instructions, authorizations, approvals or other information, ACS will incur no liability or responsibility of any kind in relying on or complying with any such instructions, authorizations, approvals or other information received from Customer.

3.8 Viruses; Disabling Code.

     Customer will use commercially reasonable efforts, including the use of commercially available virus detection software, to ensure that any Software or hardware provided by Customer is delivered free of any Virus and shall not knowingly, intentionally or negligently introduce into such Software or hardware, any Virus. In the event any such Virus is introduced as a result of a breach by Customer or Customer Agents of this covenant, Customer will exercise commercially reasonable efforts to eradicate the Virus and reduce the effects of the Virus as existed prior to the introduction of such Virus at Customer’s sole cost and expense.

     ACS will use commercially reasonable efforts, including the use of commercially available virus detection software, to ensure that any Software, or hardware provided by ACS is delivered free of any Virus and ACS shall not knowingly, intentionally or negligently introduce into the Software or hardware, any Virus. In the event such a Virus

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is introduced without a breach by ACS or ACS Agents of this covenant, ACS shall, (i) at no additional charge to Customer, using the ACS resources fully-dedicated to Customer (to the extent feasible) or (ii) if additional skills or time are required, on a time and materials basis, and with reasonable assistance from Customer, exercise commercially reasonable efforts to eradicate the Virus, reduce the effects of the Virus, and restore the Software and/or hardware to the same level of service or operation as existed prior to the introduction of such Virus. Notwithstanding the foregoing, in the event any such Virus is introduced as a result of a breach by ACS of this covenant, ACS will exercise commercially reasonable efforts to eradicate the Virus, reduce the effects of the Virus, and restore the Software and/or hardware to the same level of service or operation as existed prior to the introduction of such Virus at no charge to Customer.

3.9 Compliance with Laws.

     Each Party will comply, and will cause each of its employees, agents and subcontractors to comply, with the laws of all governmental authorities to the extent such laws are applicable: (i) in the case of ACS, to ACS’ provision of the Services, and (ii) in the case of Customer, Customer’s receipt and use of the Services.

     ACS shall use commercially reasonable efforts to identify and notify Customer of any changes in applicable laws and regulations that may relate to its delivery of the Services. Customer shall use commercially reasonable efforts to identify and notify ACS of any changes in applicable laws and regulations that may relate to its receipt and/or use of the Services. In the event changes in laws or regulations prevent or impair ACS from delivering the Services under the Agreement, ACS shall use commercially reasonable efforts to develop and, upon Customer’s written approval (such approval not to be unreasonably withheld), implement a suitable work-around until such time as ACS can perform the Services under the Agreement without such work-around.

     If the changes are to laws or regulations primarily applicable to ACS and not to Customer, ACS shall develop and implement a work-around at its own expense. If the changes are due to laws or regulations primarily applicable to Customer, ACS shall develop and implement a work-around at Customer’s expense as mutually agreed in writing; provided, however, if the costs associated with implementing such change(s) are also applicable to ACS’ other customers, any proposed increase by ACS will include only Customer’s proportionate share of the costs to implement such change. If the changes are due to laws or regulations applicable to both Customer and ACS, then ACS shall develop and implement a work-around, the expense of which shall be shared by Customer and ACS as mutually agreed in writing.

4. TRANSITION

4.1 Transition Services.

     ACS will perform all functions and services necessary to accomplish the transition of Customer’s operations, systems, and capabilities to ACS as such functions and services are more particularly described in Schedule A (Statement of Work). Schedule A , Attachment F (Transition Plan) sets forth the transition plan and milestone criterion comprised of objectively measured transition activities.

4.2 Customer Facilities; Use of Customer Assets.

     Customer will make available to ACS furnished space in Customer’s Wichita, Kansas facility (the “Wichita Site”) for the purpose of allowing ACS to perform the Services. If the aggregate ACS occupancy-related costs and expenses of the furnished space at the Wichita Site (“Occupancy Expenses”) exceed three hundred sixty thousand dollars ($360,000) for the period that ACS occupies the space at the Wichita Site, then with respect to all Occupancy Expenses the Parties mutually agree exceed $360,000 (the “Excess Lease Expense”)Customer and ACS will bear the Excess Lease Expense on an equal basis.

     With respect to the Customer assets set forth in Section [14] of Schedule A, Statement of Work, Customer hereby grants to ACS the right to use such assets for the sole purpose of providing the Services.

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4.3 Bill of Sale

     ACS and Customer anticipate that on or before the Service Commencement Date the assets set forth in Section 14 of Schedule A, Statement of Work will be transferred from Customer to ACS at the price (“Asset Transfer Consideration”) and in accordance with the additional terms as the Parties may agree pursuant to the execution of a Bill of Sale and Assignment substantially in the form attached as Schedule F . At Customer’s option, the Asset Transfer Consideration may be paid by Customer in cash or as a credit against ACS’ first invoice to Customer.

5. SERVICE LEVELS

5.1 Service Levels.

     ACS will meet the required quantitative levels of performance for the Services specified as Key Measurements and Critical Service Levels as more fully set forth in Schedule A, Attachment B (SLA) (“Service Levels”).

5.2 Review of Service Levels.

     Each quarter after the applicable Service Commencement Date, the Parties will jointly review the Service Levels and mutually agree upon adjustment of any Service Level to reflect any improved performance capabilities associated with advances in the technology and methods used to perform the Services. Throughout the Term, ACS will use commercially reasonable efforts to identify and notify Customer of commercially reasonable methods of improving the Service Levels or ACS’ performance of Services. Any change in Service Levels is subject to the Change Control Procedures.

5.3 Failure to Meet Critical Service Levels.

     (a) If ACS fails to meet a Critical Service Level for reasons other than those specified in Section 5.3(c) below, Customer will receive a credit against future Charges in the applicable amount specified in the Service Level Schedule attached hereto as Schedule A, Attachment B (SLA) (“Performance Credits”). The Performance Credits will not limit or preclude Customer’s right to recover, in accordance with this Agreement, other damages incurred by Customer, or to seek other remedies to which it may be entitled, as a result of such failure; provided, however, that the amount of any related damages that Customer is awarded (or any monetary settlement agreed upon) for such failure will be offset by the amount of Performance Credits paid to Customer by ACS. Any Performance Credits owed to Customer under a Statement of Work will be credited pursuant to Section 13.3 of this Agreement.

     (b) Each time ACS fails to meet a Critical Service Level, ACS will (i), promptly investigate the root cause(s) of the failure and deliver to Customer a written report identifying such root cause(s), (ii) use commercially reasonable efforts to correct such failure and to begin meeting the applicable Critical Service Level as soon as practicable; and (iii) at Customer’s request, advise Customer of the status of such corrective efforts. All Critical Service Levels and applicable Performance Credits remain in effect notwithstanding ACS’ use of commercially reasonable efforts to correct any performance problem.

     (c) ACS will not be liable for failure to meet any Key Measurement or any Performance Credits resulting from ACS’ failure to meet a Critical Service Level if such failure is attributable solely to (i) Customer’s (or a Customer agent’s) acts, errors, omissions, or breaches of this Agreement, including, without limitation, any failure due to incorrect data and/or information provided by Customer or Customer agents; (ii) infringements of third party proprietary rights by Customer or a Customer agent; (iii) willful misconduct or violations of Law by Customer or a Customer agent; (iii) Service or resource reductions requested or approved by Customer and agreed to by the Parties through the Change Control Procedures; provided that ACS has previously notified Customer in writing as part of such Change Control Procedures that the implementation of such request would result in such failure to meet the applicable Critical Service Level or Critical Milestone; (v) a Force Majeure Event; (vi) business process or other changes requested by Customer but which ACS demonstrates are not supportable within the Service Levels under this Agreement; (vii) any failures or defects in Customer controlled software or hardware not under the control of ACS (collectively and individually (i)-(vii) constitute an “Excused Performance Problem”).

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5.4 Earnback.

     In the event ACS meets the Expected Service Level(s) as described in Schedule A , Attachment B (SLA) , ACS will accrue an earnback credit (the “Earnback Credit”) as described in Schedule A , Attachment B (SLA) . Earnback Credits will be applied using the methodology described in Section 13.3 below.

5.5 Measurement and Monitoring Tools.

     As part of the Services throughout the Term, and at no additional cost to Customer, ACS will implement the measurement and monitoring tools and procedures necessary to measure its performance of the Services and compare such performance to that required by the Service Levels. Such measurement and monitoring tools are more particularly described in each applicable Statement of Work. Upon Customer’s request, ACS will provide Customer or its auditors with any information produced by the measurement and monitoring tools necessary to verify compliance by ACS with the Service Levels.

5.6 Benchmarking.

     At any time after the second (2nd) anniversary of the applicable Service Commencement Date, or in the event of multiple Service Commencement Dates within a particular Statement of Work, the final Service Commencement Date, and thereafter, no more frequently than once during any twelve (12) month period thereafter Customer may request a benchmark of the performance of the Services. Within 15 days of such request, the Parties will agree on an acceptable third-party, that is not an ACS Competitor (the “Benchmarker”), and the Parties will jointly approach such third party to engage them to benchmark the Services. ACS will reasonably cooperate with the Benchmarker and provide all data relating to the provision of the Services requested by the Benchmarker, provided that ACS will not be required to provide any information relating to its margins, costs, cost elements or business processes, or to disclose any proprietary or trade secret information of ACS or its other customers. The fees and expenses charged by the Benchmarker will be shared equally by the Parties. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in duration of the contract, volume of services, scope of services, service levels, financing and payment schemes (including up-front incentive payments), geographic configurations of the solution and other pertinent factors. Based upon the results of such benchmarking, ACS will cooperate with Customer to investigate any unfavorable variances, determine if such unfavorable variances are due to unique Customer requirements or ACS’ resource allocation and related pricing. Following a benchmarking, and at Customer’s request, Customer and ACS will meet to discuss in good faith the benchmarking and any appropriate adjustment to the Services, Charges, and Service Levels.

6. DISASTER RECOVERY; BUSINESS CONTINUITY; SECURITY

6.1 The disaster recovery obligations of each Party are set forth in Schedule A , Attachment D (Disaster Recovery Plan).

6.2 Beginning on each Service Commencement Date and continuing through the Term of this Agreement, ACS will maintain commercially reasonable security measures to preserve, protect, and restrict access to those ACS facilities, equipment, software, data storage, and documentation that contain Customer Data or are used to provide the Services, which measures will be no less than those used to protect ACS’ own data and other proprietary business processes. In addition, ACS agrees to submit, once each Contract Year, to security compliance testing, provided, however, in the event a compliance audit (as described below) conducted by Customer results in a finding that ACS is not in compliance with Customer security requirements (which have been previously provided to ACS), Customer will have the right to conduct more frequent compliance audits until ACS resolves the deficiency identified in such compliance audit. This periodic compliance testing consists of a right by Customer to audit ACS’ information systems, networks, applications, switches, routers, firewalls, or other information technologies as deemed appropriate by Customer in order to assure that ACS’ security posture does not adversely effect or degrade Customers information security posture. These audits may be performed by Customer or a third party contracted by Customer to determine the security posture of ACS provided that any such third party is not an ACS Competitor.

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7. PERSONNEL

7.1 Key ACS Positions.

     (a) Customer and ACS may jointly designate certain positions (the “Key ACS Positions”) as critical to providing the Services under an applicable Statement of Work throughout the Term. Such Key ACS Positions, if any, will be set forth in a schedule attached to the applicable Statement of Work (the “Key ACS Positions Schedule”). Customer may request a change to or update the Key ACS Positions from time to time during the Term. Unless otherwise agreed by the Parties, the number of Key ACS Positions will not exceed five percent (5%) of the ACS employees fully dedicated to provision of the Services.

     (b) Unless consented to by Customer, ACS will not, from the date an individual first fills a Key ACS Position until completion of the period set forth next to such Key ACS Position in the applicable Key ACS Positions Schedule, either (i) terminate the employment of any individual originally or subsequently filling such Key ACS Position except for cause or (ii) at its initiative, transfer such individual from such Key ACS Position.

     (c) Before assigning an individual to fill a Key ACS Position, ACS will notify Customer of the proposed assignment, will introduce the individual to appropriate Customer representatives as designated by Customer’s Project Executive, and will provide Customer with a resume and such other information as Customer may reasonably request. If Customer objects in good faith to the proposed assignment within fifteen (15) days after being notified thereof, ACS will discuss such objections with Customer and attempt to resolve them on an agreeable basis. If Customer continues to object to the proposed assignment, ACS will not assign the individual to that position and will propose another individual to fill the Key ACS Position.

     (d) ACS agrees (a) that the ACS personnel (“Long-Term Restricted Personnel”) holding the positions expressly identified in Schedule E (Office Depot Key Personnel) who have performed Services for Office Depot for a period of at least one (1) month shall not perform any services for Staples, Inc. (“Staples”), Office Max, Boise, Corporate Express, Inc., or Buhrmann during the term of the Project and for a period of twelve (12) months after the Long-Term Restricted Personnel conclude their respective involvement in the Project; and (b) the Long-Term Restricted Personnel will not perform any Finance implementation services for Staples until 12 months after the termination of this contract.

     The restrictions under this Section shall immediately and automatically terminate if: (a) the Project is terminated by ACS for a material breach by Office Depot, which breach remains uncured after the applicable notice period from ACS; or (b) if Office Depot terminates the Project without cause. For purposes of this Section, a material breach by Office Depot shall only include a non-payment by Office Depot of an outstanding invoice which breach remains uncured after a thirty (30) day notice period from ACS or a breach of Office Depot’s confidentiality obligations as provided under this Agreement.

7.2 Removal of ACS Employees from Customer Account.

     In the event Customer notifies ACS that an ACS Employees has engaged in willful misconduct or has committed a material breach of the Agreement which is detrimental to Customer, ACS will immediately remove such employee from Customer’s account. In all other cases, Customer may notify ACS if Customer, in good faith, determines that the continued assignment to the Customer account of any ACS employee is not in the best interests of Customer. Upon receipt of such notice, ACS will have a reasonable time period not to exceed 30 days to investigate the matters stated therein, discuss its findings with Customer and attempt to resolve such matters in a manner acceptable to Customer. If Customer continues to request the replacement of such individual after such period, ACS will remove the individual from the Customer account. Nothing in this Section 7.2 will be deemed to require ACS to terminate the employment of such individual.

7.3 Employment.

     During the Term and while ACS is providing any Termination/Expiration Assistance, and for up to one (1) year thereafter, Customer will not employ, as a result of direct solicitation, or directly or indirectly solicit the employment of, any ACS employee, involved in the provision of the Services. During the Term and while ACS is

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providing any Termination/Expiration Assistance, and for up to one (1) year thereafter, ACS will not employ, as a result of direct solicitation, or directly or indirectly solicit the employment of, any Customer employees involved in the Services except for the Transitioned Employees. If a Party is interested in hiring one or more employees of the other Party, such interest will be discussed first with the other Party prior to discussing such an offer with the employee.

7.4 Other Employee Issues.

     In the event the Parties determine that Customer personnel will be transferred to ACS to support ACS’ provision of Services to Customer, the transfer of such employees will be effected in accordance with the terms and conditions set forth in the applicable Statement of Work; provided, however, that Customer acknowledges and agrees to retain all obligations and liabilities stemming from or related to employment of such employees for the period of time prior to employment by ACS. ACS will have all obligations and liabilities stemming from or related to employment of employees that have been transferred to ACS pursuant to this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS AND OBLIGATIONS

8.1 Existing Customer Solution.

     (a) Customer retains all right, title and interest in the Existing Customer Solution and any other Customer property utilized in the provision of the Services, including but not limited to the Customer Data. ACS is hereby granted a limited license to use the Existing Customer Solution only as expressly described in this Section 8.1 .

     (b) Except as set forth below, Customer hereby grants ACS a limited, worldwide and non-exclusive license to use, access, practice, embody, implement, load, execute, store, transmit, display, copy, maintain, modify, enhance, create derivative works, make and have made the Existing Customer Solution and all components thereof, in accordance with the following:

1. ACS agrees to comply with such terms and conditions of the third party contracts for the Customer Third Party Resources (as defined below) as Customer provides to ACS.

2. The license granted ACS pursuant to this Section 8.1 will be limited to ACS and its subcontractors, employees and authorized agents of ACS. ACS may use the Existing Customer Solution for the purpose of providing Services to Customer and for no other purpose.

3. ACS’ license to use the Existing Customer Solution will expire automatically on the later of the expiration of the Term, termination of this Agreement by either party or completion of the Termination/Expiration Assistance. Following such expiration or termination of the Agreement or completion of the Termination/Expiration Assistance, ACS agrees to comply with Section 18.6 below concerning the return of materials associated with the Existing Customer Solution.

     (c) The Parties acknowledge that the Existing Customer Solution includes equipment, materials, software or other items licensed or procured by Customer from a third party (“Customer Third Party Resources”). Customer will obtain the relevant required consent from each third party provider of the Customer Third Party Resources (each, a “Required Consent”). For clarification, such Required Consents will be obtained so as to enable ACS to provide the Services (i) upon the Service Commencement Date, and (ii) following the Service Commencement Date to the extent the parties agree that ACS will continue to use a Customer Third Party Resource to provide the Services.

     (d) The Parties’ respective financial responsibilities for Required Consents associated with ACS’ use of those Customer Third Party Resources that consist of third party software are set forth in Schedule A , Attachment A (Pricing). Unless expressly stated otherwise in this Agreement, financial responsibility for Required Consents associated with non-software related items will be that of Customer.

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     (e) Subject to any agreements governing the Customer Third Party Resources, all right, title and interest in improvements, modifications, corrections, compilations, derivative works, derivations, or other revisions of the Existing Customer Solution, or components thereof, will be retained by Customer. Customer hereby grants to ACS by way of present assignment a limited, non-exclusive, worldwide right to use such improvements, which license will be further governed by Section 8.1(b) above. To the extent an improvement constitutes a Commissioned Work, Customer retains all right, title and interest in such Commissioned Work as more fully described in Section 8.4 below.

8.2 ACS Solution.

     Except as expressly set forth herein, ACS retains all right, title and interest in the ACS Solution. Customer is hereby granted a limited license to use portions of the ACS Solution as described in Sections 8.3 through 8.6 below.

8.3 ACS Software.

     (a) ACS hereby grants to Customer a limited, non-exclusive, non-transferable royalty-free license to use the ACS Software and any end user documentation associated with such Software solely for Customer’s internal business purposes to the extent necessary to receive the Services from ACS during the Term of the applicable Statement of Work. The foregoing license grant is hereby made subject to any access or other restrictions on use specified in any third-party license agreements governing ACS Software.

     (b) The license granted to Customer pursuant to Section 8.3(a) will be an object-code license only. Customer may not in any way adapt, vary, modify, transfer, reverse assemble, reverse compile or otherwise reverse engineer or derive the source code of the ACS Software, in whole or in part. Upon the request of Customer, ACS will provide such information as is necessary to allow Customer to develop software that is interoperable with such ACS Software.

     (c) Customer’s access to the ACS Software will be limited to Authorized Users. In each case, Authorized Users of a given ACS Software product will consist of Customer employees or agents who have a need to access or support access of such ACS Software for the performance of Customer’s internal business functions to receive the Services from ACS. In no event will Customer knowingly enable an employee, contractor or agent of an ACS Competitor to be an Authorized User.

     (d) The license granted pursuant to this Section 8.3 will expire immediately upon termination or expiration of the applicable Statement of Work. At such time the provisions of Section 18.6 will apply.

8.4 Commissioned Work.

     As between ACS and Customer, Customer will own all right, title and interest in and to Commissioned Work. Customer hereby grants to ACS, by way of present assignment , a perpetual, worldwide, royalty-free, non-exclusive license to use, access, practice, embody, implement, load, execute, store, transmit, display, copy, maintain, modify, enhance, create derivative works from, make and have made any and all Commissioned Works or any part thereof to the extent necessary for ACS to provide the Services to Customer.

8.5 Trademarks.

     In fulfilling their respective obligations under this Agreement, neither Party will modify, alter or obscure the other Party’s trademarks or use the other Party’s trademarks in a manner that disparages the other Party or its products or services, or portrays the other Party or its products or services in a false, competitively adverse or poor light. Each Party will, and will cause each of its Affiliates to, comply with the other Party’s instructions as to the form of use of the other Party’s trademarks and will avoid any action that diminishes the value of such trademarks. Either Party’s and/or any of its Affiliate’s unauthorized use of the other’s trademarks is strictly prohibited.

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8.6 Work Product.

     (a) Any ideas, concepts, work product, business methods, know-how or techniques (and Intellectual Property Rights therein) developed for Customer at Customer’s expense will, as between Customer and ACS, be owned by Customer, and ACS will have no license to use such Intellectual Property Rights except as expressly permitted pursuant to this Agreement.

     (b) Any ideas, concepts, work product, business methods, know-how or techniques (and Intellectual Property Rights therein) developed by ACS at ACS’ expense, or any third party acting on ACS’ behalf, whether in connection with this Agreement or otherwise (“Work Product”), will, as between Customer and ACS, be owned by ACS, and Customer will have no license to use such Intellectual Property Rights except as expressly permitted pursuant to this Agreement.

     (c) With respect to any modifications or enhancements made by ACS at the request of Customer to any Third Party Software licensed by Customer after the Effective Date (“Customer Requested Third Party Modifications”), prior to making any such modifications or enhancements, the Parties will mutually agree in writing on the allocation of Intellectual Property Rights, including ownership of such Customer Requested Third Party Modifications. In no event will the development of and/or allocation of Intellectual Property Rights in such Customer Requested Third Party Modifications be deemed to alter, modify, or amend, the rights and or obligations of each Party in or to the Existing Customer Solution, ACS Solution, Commissioned Works, Work Product, or Residual Information.

8.7 Customer Data.

     Nothing in Sections 8.1 through 8.6 above will be construed to convey any right, title or interest in the Customer Data to ACS. To the extent necessary and contemplated in this Agreement, Customer hereby grants ACS a limited, non-exclusive, license to use such Customer Data to the extent required to deliver the Services, including specifically any Termination/Expiration Assistance set forth in Section 18.6 . ACS’ license to use the Customer Data will expire automatically on the later of the expiration of the Term, termination of this Agreement by either party or completion of the Termination/Expiration Assistance. Following such expiration or termination of the Agreement or completion of the Termination/Expiration Assistance, ACS agrees to return or destroy, at Customer’s option, all Customer Data and any copies thereof in ACS’ possession or control. Customer will relieve ACS from its obligation to perform the Services to the extent that ACS is required to return, erase, or destroy the Customer Data in its possession and such return, erasure, or destruction prevents ACS from performing the Services.

8.8 Additional Acts.

     Each Party agrees to execute, and cause its employees, agents or subcontractors to execute, any documents or take any other actions as may be reasonably necessary or as requested by the other Party, to perfect each Party’s respective ownership rights as set forth in Sections 8.1 through 8.6 above.

8.9 Privacy Laws.

     The Parties acknowledge and agree that Customer will be and remain the controller of the Customer Data for purposes of all applicable laws relating to data privacy, transborder data flow and data protection (collectively, the “Privacy Laws”), and nothing in this Agreement or any Statement of Work will restrict or limit in any way Customer’s rights or obligations as owner and/or controller of the Customer Data for such purposes. The Parties also acknowledge and agree that ACS may have certain responsibilities prescribed by applicable Privacy Laws as a processor of the Customer Data and any other services provided hereunder, and ACS hereby acknowledges such responsibilities to the extent required thereby for processors of data and any other services provided hereunder, and agrees that such responsibilities will be considered as a part of the Services to be provided by ACS under this Agreement and each Statement of Work. Notwithstanding the above, in the event that Privacy Laws to which the activities contemplated by this Agreement and each Statement of Work are subject are materially modified, ACS will work with Customer to continue to comply with such Privacy Laws.

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8.10 Residual Information.

     Nothing in this Agreement shall be construed to limit or prohibit either Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties, any information, products, concepts, processes, methodologies, systems, techniques, and/or any general information, ideas, concepts, know-how, techniques, programming routines and subroutines, methodologies, processes, skills, experience, and/or expertise (collectively, “Residual Information”) that are similar to or compete with the information products, concepts, processes, methodologies, systems, techniques, and/or Residual Information contemplated by or embodied in the other Party’s Confidential Information, provided that (in connection with such creation, development, or acquisition) the receiving Party does not (except as otherwise specified in this Agreement) use the Customer Materials or ACS Materials, as applicable, the disclosing Party’s Software or Confidential Information and/or otherwise violate any of its obligations under this Agreement.

     Notwithstanding the foregoing (and except as otherwise specified in this Agreement), neither Party shall, nor assist others to, (i) disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the Customer Material or ACS Material, as applicable, the other Party’s Confidential Information, and/or ACS Software or Customer Software, (ii) modify, enhance, or create derivative works based on the Customer Material or ACS Material, as applicable, the other Party’s Confidential Information, or ACS Software or Customer Software, or (iii) rent, lease, grant a security interest in, or otherwise transfer rights to the Customer Material or ACS Material, as applicable, the other Party’s Confidential Information, or ACS Software or Customer Software.

9. CONFIDENTIALITY

9.1 Defined.

     Certain information which the Parties may exchange from time to time may be considered by the Party disclosing such information to be confidential and proprietary in nature, including but not limited to: (i) Customer Data, (ii) the Existing Customer Solution, (iii) any ACS proprietary software licensed or otherwise made available to Customer, including, but not limited to, the ACS Software, (iv) business plans or records of each Party made available to the other, (v) any and all such other information that the disclosing Party specifies as confidential and provides to the receiving Party (vi) the terms of this Agreement; (vii) and any other information that a reasonable business person would deem confidential (collectively, “Confidential Information”). The Parties agree to treat any and all Confidential Information that may be exchanged in accordance with the terms of the Mutual Nondisclosure Agreement attached hereto as Schedule C .

9.2 Exclusions.

     The obligations of confidentiality will not apply to any Confidential Information that is (i) publicly available or becomes so in the future without restriction, (ii) rightfully received by either Party from a third party and not accompanied by confidentiality obligations, (iii) already in the receiving Party’s possession and lawfully received from sources other than the disclosing Party, (iv) independently developed by the receiving Party, or (5) approved in writing for release or disclosure without restriction by the disclosing Party.

9.3 Limited Waivers.

     The terms of this Article 9 will not preclude the disclosure of Confidential Information by either Party if such disclosure is (i) in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof, or (ii) otherwise required by law; provided, however, that the Party from whom disclosure is sought will provide written notice to the disclosing Party of such request and will limit the disclosure to the extent required for such purposes.

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10. MANAGEMENT AND CONTROL

10.1 Project Executives.

     On or before each applicable Service Commencement Date, and from time to time thereafter during the Term, Customer and (subject to Section 7.1 (Key ACS Positions)) ACS will each designate an individual as its project executive (the “Project Executive”). A Party’s Project Executive will be authorized to act as the primary contact for such Party with respect to all matters relating to the applicable Statement of Work. Each Party will ensure that its respective Project Executive has the authority necessary to allow such Project Executive to make prompt decisions with respect to such Statement of Work and this Agreement.

10.2 Executive Committee.

     On or before each applicable Service Commencement Date, the Parties will form a joint committee (the “Executive Committee”) as described in Schedule A , Attachment E (Governance) and chaired by a senior level executive of Customer (who may delegate meeting protocol duties to another senior level executive of Customer).

10.3 Meetings.

     Throughout the Term, the Parties at a minimum will hold those meetings and review the items described in Schedule A , Attachment E (Governance)

10.4 [intentionally omitted].

10.5 Contract Change Control.

     (a) From time to time during the Term, Customer or ACS may propose changes in or additions to the Services or other aspects of this Agreement. All such changes will be implemented pursuant to the procedures set forth in this Section 10.5 (the “Change Control Procedures”).

     (b) If Customer desires to propose a change in or addition to the Services or other aspects of this Agreement, Customer’s Project Executive (or a person authorized in writing by Customer’s Project Executive) will deliver a written notice to the ACS Project Executive describing the proposal. ACS will respond to such proposal as promptly as reasonably possible by preparing, at ACS’ expense, and delivering to the Customer Project Executive a written document , indicating: (i)the effect of the proposal, if any, on the Charges and the manner in which such effect was calculated; (ii) the effect of the proposal, if any, on Service Levels and any necessary revisions thereto; (iii) the anticipated time schedule for implementing the proposal; and (iv) any other information requested in the proposal or reasonably necessary for Customer to make an informed decision regarding the proposal (“Change Control Document”).

     (c) If ACS desires to propose a change in or addition to the Services, or the manner of their delivery as set forth in the Statement of Work, or other aspects of this Agreement, it may do so by preparing and delivering, at its expense, and a Change Control Document to the Customer Project Executive.

     (d) No change in or addition to the Services or any other aspect of this Agreement will become effective without the written approval of each Party’s authorized representative. If Customer elects to accept the offer set forth in the Change Control Document, as evidenced by the written approval of the Customer Project Executive, any changes in or additions to the Services described in the Change Control Document will thereafter be deemed “Services,” any other changes described in the Change Control Document will be deemed to have amended this Agreement, and the Parties will agree on any further modifications to the Agreement required to reflect the Change Control Document.

10.6 Subcontracting.

     ACS may, in the ordinary course of business subcontract any portion of the Services, provided, however, that prior to subcontracting any material component of the Services, ACS will notify Customer of the proposed

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subcontract and will obtain Customer’s prior written approval of such subcontract. Customer will not unreasonably withhold its approval for such subcontractors. Notwithstanding the foregoing, ACS may not, without the written consent of Customer, subcontract to a third party any of the Services that will or may require such third party to have access to Customer facilities. No subcontracting will release ACS from its responsibility for its obligations under this Agreement. In no event will ACS will disclose Customer Confidential Information to a subcontractor unless and until such subcontractor has agreed in writing to protect such information in a manner substantially equivalent to that required of ACS under this Agreement, and then only as necessary for the subcontractor to perform its obligations under the Agreement.

11. CUSTOMER REVIEW RIGHTS

11.1 General.

     Employees of Customer and its auditors who are from time to time designated by Customer, and in the case of third-party auditors, are not an ACS Competitor, and who agree in writing to the security and confidentiality obligations and procedures reasonably required by ACS will be provided with reasonable access to any facility at which the Services are being performed to enable them to conduct audits of ACS’ performance of the Services and other matters relevant to this Agreement, including (i) verifying the accuracy of ACS’ charges to Customer (ii) verifying that the Services are being provided in accordance with this Agreement, including any Service Levels, and (iii) ascertaining compliance with applicable law, rule, or regulation, including, without limitation, the Sarbanes-Oxley Act.

11.2 Procedures.

     Such audits may be conducted once a year (or more frequently if requested by the governmental authorities who regulate Customer&