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**Exhibit 14.1**

**Code ofEthics**

At Staples, acting with integrity is a way of life. Our associates havebuilt an ethical culture by doing business in an open, honest way and takingthe right steps to deliver results. These values have contributed to our financialsuccess and made Staples a great place to work. As we grow, we’ll continue tocount on every member of the Staples’ team to maintain our culture ofintegrity. This is not only the right thing to do - it will fuel our vision to become theWorld’s Best Office Products Company.

Our associates work in a fast-paced, innovative environment and need tomake quick, effective, and ethical decisions. Sound judgment and common senseoften are all you need. However, when faced with unfamiliar situations, you mayneed additional guidance. The Code of Ethics (the Code) summarizes our coreexpectations for all associates of Staples, Inc. and its subsidiariesworldwide, include our Chief Executive Officer (CEO) and members of the Boardof Directors (“Board”).1 You’reresponsible for becoming familiar with the Code, and for recognizing that itdoesn’t cover every possible situation. *Ifyou have any questions, always speakwith yourmanageroruse anyofthe otherresources referredto below.*

HOW WE HANDLE REQUESTS FOR WAIVERS AND EXCEPTIONS: We generally willnot permit any Code exceptions. However, if you feel an exception isappropriate, you must speak with your manager and get the General Counsel’sapproval. Executive officers and directors should go directly to the GeneralCounsel, who will refer the waiver request to the Board, which has soleresponsibility for granting or denying such waivers.2

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**TABLE OF CONTENTS**
| SPEAKING UP                                                                                           |   | Page 3    |
|-------------------------------------------------------------------------------------------------------|--------|-----------|
|                                                                                                  |   |      |
| ·When to ask for guidance                                                                        |   |      |
| ·Who to call for help or to report  misconduct                                                   |   |      |
| ·How we handle complaints and reports  of misconduct                                             |   |      |
| ·How we handle Code violations                                                                   |   |      |
| CORE  EXPECTATIONS                                                                                    |   | Pages 4-6 |
|                                                                                                  |   |      |
| 1.   Do the  right thing - comply  with the letter and spirit of the law                    |   |      |
| 2.   Be open  about your business dealings and relationships - avoid conflicts of interest* |   |      |
| 3.   Know  the rules before you make promises and contracts                                 |   |      |
| 4.   Act  responsibly when you buy and sell Staples’ stock                             |   |      |
| 5.   Protect  our confidential business information                                         |   |      |
| 6.   Keep  accurate books and records                                                       |   |      |
| 7.   Always  make proper payments                                                           |   |      |
| 8.   Respect  customer privacy                                                              |   |      |
| 9.   Make  Staples a fair, safe, and inclusive workplace                                    |   |      |
| 10   Compete aggressively, but fairly                                                       |   |      |
| *CONFLICT OF  INTEREST GUIDELINES                                                                     |   | Page 7    |
| Code of Ethics  Acknowledgment Form                                                                   |   | Page 8    |

 

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**SPEAKING UP**

 

WHEN TO ASK FOR GUIDANCE

If you’re not sure of the right way to handle asituation, start by asking 6 questions. If you’re still not sure, *always*ask for help or guidance.
| *1.  Is it legal?*                           | * * | *4. What would your family think?*          |
|---------------------------------------------------|----------|---------------------------------------------|
| *2. Is  it consistent with our Team CARE values?* |     | *5. How would it look in the newspaper?*    |
| *3. Does  it comply with our policies?*           | * * | *6. Is it best for the company as a whole?* |

 

WHO TO CALL FOR HELP OR TO REPORT MISCONDUCT3

If you have questions about our Code, concerns aboutquestionable accounting or auditing mailers, or you observe or suspect illegalor unethical behavior, it’s your responsibility to let us know right away.Usually it’s best to start with your manager, but feel free to use any of thefollowing options:

·                 Your manager’smanager or any other manager with whom you feel comfortable

·                 Human Resources(either your HR representative or HR Services)

·                 Staples’ VP ofBusiness Ethics

·                 EthicsLink

EthicsLink is an ethics helpline that you can use to speak up openly oranonymously. When you contact Ethics Link, an independent third party capturesrelevant information about your questions or concerns and stores it on asecure, password protected website, which can only be accessed by Staples’ VP,Business Ethics and designated members of our HR team.

Staples will not tolerate retaliation against you forraising an issue as long as you are honest and act in good faith.

If you’re a manager, you must take immediate actionwhenever you receive a complaint involving Code violations or you become awareof possible illegal or unethical conduct. The type of action will varydepending on the situation. At a minimum, you will need to identify who needsto be notified to ensure we promptly investigate and address the situation.Failure to take action may result in discipline or termination.

HOW WE HANDLE COMPLAINTS & REPORTS OF MISCONDUCT

We handle all reports of misconduct promptly,professionally, and as confidentially as possible. We start by evaluating eachissue to determine whether to conduct an informal inquiry or a formalinvestigation. Depending on the circumstances, our Business Ethics, HumanResources, Internal Audit, Legal, and/or Loss Prevention teams will handle suchcomplaints and reports. If you are asked to cooperate in an investigation, wewill count on your full cooperation, and you may be disciplined or terminatedif you fail to do so. We will not tolerate any form of retaliation againstassociates who cooperate or participate in our investigations.

HOW WE HANDLE CODE VIOLATIONS

If we find that associates have violated the Code, wedecide upon appropriate disciplinary action based on the nature and severity ofthe violation.4 Thetype of discipline will vary, but could include, without limitation,reprimands, warnings, probation, suspension, demotions, salary reductions,discharge, and restitution. We also may report certain violations to criminalor civil authorities, as required or appropriate.

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**COREEXPECTATIONS**

1. Do the right thing - Comply with the letter and spirit ofthe law and our policies

We expect you to comply with the letter and spirit ofthe topics covered in this Code, applicable legal requirements, and any otherpolicies and procedures that apply to your job. If you have questions about thepolicies you need to follow, speak with your manager or HR representative.

2. Be open about your business dealings &relationships — avoidconflicts of interest 

You’re responsible for avoiding situations that mightimpair, or even appear to impair, your ability to make honest, objectivebusiness decisions. You and your close relatives must avoid relationships andactivities that could give rise to a conflict of interest — in practice or appearance. Before youget involved in or continue in any situation that could be viewed as aconflict, be open about it. Tell your manager and check with the VP, BusinessEthics, as needed. If we find a conflict of interest, you will be expected toavoid or eliminate it unless you obtain the approval of Staples’ Chairmanand/or CEO. The Board’s Governance Committee must approve any conflicts involving“inside directors,” (i.e., executives serving on the Board). (*See the Conflictof Interest Guidelines on page 7 for more details on your responsibilities.)

3. Know the rules before you make promises &binding agreements

If your job involves signing contracts or making otherfinancial commitments, you must comply with the Contract Authorization Policy.It sets minimum requirements about who must review and approve contracts, whohas the authority to sign them, what types of provisions to include and exclude,when to seek legal review, and what recordkeeping obligations apply. Do not goahead with any agreement or business arrangement unless you’ve checked thispolicy and have the right approval. Also, before you disclose any informationabout Staples, make sure the other party signs a non-disclosure agreement, in aform approved by the Legal Department.

4. Act responsibly when you buy and sell Staples’stock

It is against the law and Staples’ policy to engage ininsider trading. You must never buy or sell stock (or recommend that someoneelse do so) based on material inside information about Staples or one of itsvendors or customers (i.e., information that is not known to the public thatwould be important to a reasonable investor). You run the risk of beingcriminally prosecuted if you violate these laws. To promote compliance andprevent insider trading, Staples’ officers and other designated associates maynot buy or sell our stock during specific “black-out periods.”

5. Protect our confidential business information

Safeguard our intellectual property:You must keep confidential all intellectual property or proprietary informationyou receive during your relationship with us, such as marketing plans, budgets,pricing information, customer lists, unpublished financial information, andstore opening/expansion plans. Proprietary information isn’t limited to writtendocuments. It also includes electronic information such as e­mail andconfidential mailers you learn about on the job that may be retained only inyour thoughts.

Do not disclose information to people outside ofStaples without prior authorization

In general, never discuss or disclose internal companymatters unless you have a legitimate business reason and any necessaryapproval. Specific guidelines follow:

Investment Matters: A limited number of individuals,including our Chairman, Vice Chairman, President, CFO and Investor Relationsteam, are authorized to speak to investment professionals, market analysts, andstockholders about our performance and related matters. Senior executives whoregularly come in contact with securities market professionals also must complywith Regulation FD of the Securities and Exchange Commission.

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**COREEXPECTATIONS**

Public Relations Requests: If you receive any callsfrom the media, such as questions from reporters and requests for interviews orphotos, you must refer them to the PR department.

Government Visits and Inquiries: Government officialsmay visit or contact Staples to conduct inspections or interviews, reviewdocuments, and obtain information on health, safety, immigration, pricing,police mailers, etc. Always notify your manager and get HR or Legal departmentapproval before you provide information or permit an inspection. Also, do notwrite any statements or sign any government documents without the LegalDepartment’s approval.

Personnel Records: Our associates’ personnel recordsare confidential, and we limit internal access on a need-to-know basis. Ifsomeone outside the company asks for your personnel records, we won’t give themany personal information about you unless you consent in writing or we arelegally required to do so.

6. Keep accurate books and records

Our integrity is based on maintaining accurate andhonest records and accounts to reflect all business transactions. We expect youto keep accurate records and reports to safeguard our reputation and ensure wecan meet legal and regulatory obligations. All company books, records, andaccounts must be maintained in accordance with all applicable regulations andstandards and accurately reflect the transactions they record. Staples’financial statements must conform to generally accepted accounting rules andour accounting policies. We do not permit any undisclosed or unrecorded accountsor funds, or false or misleading entries in the company’s books or records forany reason. Finally, we will not allow the disbursement of corporate funds orother property without adequate supporting documentation. It is our policy toprovide full, fair, accurate, timely and understandable disclosure in reportsand documents filed with, or submitted to the Securities and ExchangeCommission and in other public communication.

7. Always make proper payments

Bribes and kickbacks are criminal acts and will not betolerated. Never offer anything of value to a customer, vendor, governmentofficial, or other party to obtain any improper advantage in selling goods andservices, conducting financial transactions, or representing the company’sinterests. This policy prohibits all kinds of payments, such as cash, gifts,trips, advantageous pricing on products or stock in initial public offerings.This policy applies to direct and indirect payments, payments in kind andpayments to third parties (such as brokers, sales representatives ormanufacturer’s representatives). In short, avoid making any payments to someoneif you know or merely suspect that all or any part of the payments will beoffered or paid as a bribe, kickback or improper payment.

8. Respect customer privacy

We value our customers’ trust and respect theirprivacy. If you handle personally-identifiable customer information, includingbut not limited to credit and credit card information, buying history,communications, and complaints, you play an important role in protecting suchinformation from inappropriate or unauthorized use or disclosure. You shouldread our privacy policy, posted on Staples.com, for specific details. However,as a general rule, make sure you limit on a “need to know” basis who has accessto personal customer information. Also, never disclose such information outsideStaples or use it for anything other than legitimate company purposes.

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**COREEXPECTATIONS**

9.              MakeStaples a fair, safe, & inclusive workplace

All applicants and associates deserve equal access andfair treatment based on merit. To promote fairness and consistency, we havedeveloped numerous polices and procedures that govern an individual’s statusfrom the time of hiring through the end of employment. We expect you to complywith these standards, making sure that all employment decisions are basedsolely on legitimate job-related criteria. It is against the law and our policyto base employment decisions on race, color, religion, national origin, sex(including pregnancy), sexual orientation, age, disability, veteran status,marital status, or any other legally-protected characteristics.

Do Your Part to Prevent Harassment:All associates deserve a work environment where they can feel respected,satisfied and appreciated. You must behave professionally and avoid any conductthat, if unwelcome, may be considered harassment or sexual harassment. We alsowill not tolerate any acts or threats of violence by or towards associates,customers, or visitors. If you manage others and receive a complaint aboutharassment, unfair treatment, or workplace violence, or you observe or learnabout any potential violations, you must notify HR immediately.

Promote a Safe and Healthy Work Environment:Staples is a drug-free employer. It is unacceptable for associates to work whentheir ability to function safely is diminished for any reason. While at work oron company business, do not use - orhave in your system — any legalor illegal drugs or alcohol that could impair the safety of you or yourco-workers. Alcohol may be available at certain company and business events,but drunkenness is not acceptable. If you choose to drink, do so only inmoderation.

**10.****     **Compete aggressively,but fairly

We want our associates to compete aggressively, but todo so fairly and legally. If you deal with competitors, you are responsible forrecognizing when your actions may be subject to applicable antitrust andcompetition laws. We strongly encourage you to consult with your manager andthe Legal Department if you have any questions about your responsibilities andalso prior to negotiating with or entering into any arrangement with acompetitor that could raise competition issues, such as exclusive arrangementsfor the purchase or sale of products or services, bundling of goods andservices, agreements that restrict a customer’s choices in using or resellingproducts or services, or selective discounting.

In addition, never propose or enter into anyagreements or understandings with any:

·                 Competitors - regarding any aspect of thecompetition between Staples and the competitor for sales to third parties.

·                 Customers - to restrict the price, or other termsat which the customer may resell or lease any product or service to a thirdparty.

·                 Vendors - to restrict the price or other termsat which Staples may resell or lease any product or service to a third party.

Protect competitor’s proprietary information:Depending on your job, you may obtain proprietary information involving acompetitor. If you receive this type of information, you must notify theGeneral Counsel immediately, whether or not the other party knows that you havethe information.

End Notes

1Certain Codeprovisions do not apply to “outside directors” (i.e., non-employee members ofthe Board) when they are not conducting Staples’ business. Nonetheless, weexpect outside directors to maintain the highest ethical and legal standards atall times, whether or not they are conducting Staples’ business.

2We willdisclose any such waivers for executive officers or directors, as required bylaw or regulation.

3The GeneralCounsel will forward any accounting and auditing complaints to the Board’sAudit Committee, unless s/he and Chief Financial Officer find the allegationsto be without merit. The General Counsel will maintain a list of all complaintsor concerns regarding accounting, internal accounting controls, or auditingmatters and provides it to the Audit Committee quarterly.

4If thealleged misconduct involves an executive officer or director, the Chairmanand/or CEO and Audit Committee are charged with determining whether there is aCode violation and, if so, what discipline is appropriate.

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**CONFLICT OFINTEREST GUIDELINES**

The following guidelines apply to associates anddirectors unless otherwise noted.

You’re responsible for avoiding situations that mightimpair, or even appear to impair, your ability to make honest, objectivebusiness decisions. You and your close relatives must avoid any relationship oractivities that could give rise to a conflict of interest — in practice or appearance. Before youget involved in or continue in any situation that could be perceived as aconflict, be open about it. Tell your manager and, where needed, check with theVP, Business Ethics or General Counsel.

A.          Gifts& Entertainment

We want our associates to develop solid workingrelationships with customers and business partners and recognize the businessbenefits of exchanging certain gifts and entertainment. That said, you mustavoid giving or receiving any gifts or entertainment that compromise or evenappear to compromise your ability to do business fairly and in our bestinterests — even ifthe value is nominal (i.e., less than $200). When in doubt, notify yourmanager.

Reguirements

1.              Youmust notify your manager in all of the following circumstances:

·                   You receive agift valued at more than $200, or a lesser amount set by your manager

·                   You receive aseries of gifts from the same party in a year, totaling more than $200

·                   You receive agift of any value that creates an actual or apparent conflict of interest

2.              Allgifts valued at more than $200 generally should be returned to the sender. Ifthis is impractical, the gifts should be used for charitable purposes orassociate team-building events.

3.              Ifyou receive a nominal gift during the holidays or another special occasion,share it with your team.

Guidelines for sporting events and travel

If a business partner offers you a gift valued at morethan $200, such as a sporting event ticket or an out-of-town trip, thefollowing guidelines apply:

•                   Asa general rule, we discourage these types of gifts, even if they are consideredreasonable and customary in the industry.

•                   Inextraordinary circumstances, you may accept such gifts but only if there is alegitimate business purpose for doing so, there is no actual or apparentconflict of interest, and you obtain the prior, specific approval of yourmanager and the Senior Leadership Team member responsible for your functionalarea. (In the case of the Chairman and CEO, notify the General Counsel, whowill determine whether further disclosure is warranted).

B.            Relationshipswith Competitors

•                   Neverwork for, consult to, give advice, or perform any services for a competitor

•                   Donot purchase or maintain a financial interest in any competitors or potentialcompetitors unless your ownership interest is passive and equals less than 1%of a public company. (Never hold any ownership interest in a competitor that isa private company.)

C.            Relationshipswith Customers and Vendors

1.                Associatesonly

•                     Donot work for, consult to, advise, or perform any services for any company thatis a Staples’ vendor or customer (excluding vendor or customer advisoryactivities that are part of your Staples’ job responsibilities).

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**CONFLICT OFINTEREST GUIDELINES**

·                   You may serveas a director of a company that is a Staples’ vendor or customer if (1) thecompany’s annual sales to or purchases from Staples are less than 5% of thecompany’s annual revenues; and (2) you disclose your appointment as a directorto the General Counsel, who in turn obtains the CEO’s approval (or, in the caseof an inside director, the General Counsel obtains approval from the GovernanceCommiilee); and (3) you agree not to participate in or influence, directly orindirectly, any matter affecting the business relationship or transactionsbetween Staples and the company.

2.                Associatesand directors:

·                   Do not purchaseor maintain a financial interest in a vendor or customer unless (1) the company’sannual sales to or purchases from Staples are less than 5% of the company’sannual revenues; or (2) your ownership interest is both passive and less than1% of a public company or 5% of a private company. (In the case of a privatecompany, you must obtain written approval from Staples’ CEO or, in the case ofthe Chairman, CEO, inside and outside directors, from the Governance Committee.)

3.                Outsidedirectors only:

·                   You may workfor, consult to, advise, serve on the board, or perform services for a companythat is a Staples’ vendor or customer if (1) the company’s annual sales to orpurchases from Staples are less than 5% of the company’s annual revenues; and(2) you disclose the position to the General Counsel and the Governance Committee;and (3) you agree not to participate in or influence, directly or indirectly,any matter affecting the business relationship or transactions between Staplesand the company.

D.           FamilyBusinesses & Relationships

·                 Do not conductbusiness on behalf of Staples with a firm owned or controlled by you or amember of your family

·                 Do not supervise,review, or influence the job evaluation, pay, or benefits of a member of yourimmediate family

E.             OutsideWork & Political Activities

·                 Do not perform orsolicit outside work on Staples’ premises or during working time, or doanything that would interfere with your ability to perform your jobrequirements.

·                 Do not useStaples’ equipment or resources to conduct outside work regardless of whetherthe outside work is conducted on our premises or elsewhere.

·                 You may serve asa director of a company that is not a Staples’ vendor or customer if you obtainthe CEO’s approval and comply with all applicable requirements.

·                 Do not use ourproperty or facilities, or your work time or that of any other associate, forpolitical activity or conduct political activities on our behalf without firstconsulting the General Counsel and obtaining senior management’s consent. Ifyou volunteer or raise funds for political purposes, you must do so outsideregular working hours.

F.             Merchandisesamples

If you receive merchandise samples, they must be usedfor legitimate business purposes, such as testing or becoming more familiarwith a product. If the samples are not usable and cannot be returned, they maybe used for other legitimate business purposes, including as prizes or awardsfor company events. Non­returnable samples may be made available to associateson a general basis, at the discretion of the Merchandising Department, onlyafter all possible company uses have been exhausted.

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**CODE OFETHICS ACKNOWLEDGMENT**

I,**                                                                **acknowledge that:

1.                                        Ihave received, carefully read, and understand Staples’ Code of Ethics.

2.                                       Ihave complied and will continue to comply with the terms of the Code of Ethicsand all other policies and procedures that apply to my job.

3.                                       Iam responsible for avoiding any activity, relationship, position, or investmentthat interferes or reasonably could interfere with my ability to make honest,objective decisions for Staples. I have a duty to notify my manager if I aminvolved in any situations that creates an actual or potential conflict ofinterest.

4.                                       Iam responsible for notifying the company if I become aware of any potentiallegal or ethical violations involving Staples or its associates. I have theright to report any such concerns or violations openly or anonymously using anyof the options stated in the Code of Ethics.

5.                                       Iagree to cooperate fully with Staples to the extent necessary or helpful toimplement the Code of Ethics. I understand Staples’ policy against retaliationand will not take any adverse action against an associate who, honestly and ingood faith, voices ethical or legal concerns involving Staples or itsassociates.

6.                                        Iwill be subject to disciplinary action, up to and including discharge, ifStaples determines that I have violated the Code of Ethics.
|           |   |  / / |
|-----------|--------|-----------|
| Signature |   | Date      |

 

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