AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED
HEREIN IS HEREBY TERMINATED AND CANCELLED.
FOR AVOIDANCE OF DOUBT, THE PARTIES
CONFIRM THAT THE FOREGOING DOES NOT APPLY TO OR LIMIT THE INDEMNITEE'S RIGHTS
UNDER DELAWARE LAW OR THE CORPORATION'S CERTIFICATE OF INCORPORATION OR BY-LAWS.
24.
CONSENT TO SUIT.
IN THE CASE OF ANY DISPUTE UNDER OR IN
CONNECTION WITH THIS AGREEMENT, THE INDEMNITEE MAY ONLY BRING SUIT AGAINST THE
CORPORATION IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE.
THE INDEMNITEE
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE
STATE OF DELAWARE, AND THE INDEMNITEE HEREBY WAIVES ANY CLAIM THE INDEMNITEE MAY
HAVE AT ANY TIME AS TO FORUM NON CONVENIENS WITH RESPECT TO SUCH VENUE.
THE
CORPORATION SHALL HAVE THE RIGHT TO INSTITUTE ANY LEGAL ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT IN ANY COURT OF COMPETENT JURISDICTION.
ANY JUDGMENT
ENTERED AGAINST EITHER OF THE PARTIES IN ANY PROCEEDING HEREUNDER MAY BE ENTERED
AND ENFORCED BY ANY COURT OF COMPETENT JURISDICTION.
25.
CONTRIBUTION.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE
LAW, IF THE INDEMNIFICATION PROVIDED FOR IN THIS AGREEMENT IS UNAVAILABLE TO
INDEMNITEE FOR ANY REASON WHATSOEVER, THE CORPORATION, IN LIEU OF INDEMNIFYING
INDEMNITEE, SHALL CONTRIBUTE TO THE AMOUNT INCURRED BY INDEMNITEE, WHETHER FOR
JUDGMENTS, FINES, PENALTIES, EXCISE TAXES, AMOUNTS PAID OR TO BE PAID IN
SETTLEMENT AND/OR FOR EXPENSES, IN CONNECTION WITH ANY CLAIM RELATING TO AN
INDEMNIFIABLE EVENT UNDER THIS AGREEMENT, IN SUCH PROPORTION AS IS DEEMED FAIR
AND REASONABLE IN LIGHT OF ALL THE CIRCUMSTANCES OF SUCH PROCEEDING IN ORDER TO
REFLECT (I) THE RELATIVE BENEFITS RECEIVED BY THE CORPORATION AND INDEMNITEE AS
A RESULT OF THE EVENT(S) AND/OR TRANSACTION(S) GIVING CAUSE TO SUCH PROCEEDING;
AND/OR (II) THE RELATIVE FAULT OF THE CORPORATION (AND ITS DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS) AND INDEMNITEE IN CONNECTION WITH SUCH EVENT(S) AND/OR
TRANSACTION(S).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
STAPLES, INC.
By:
Name:
Title:
INDEMNITEE:
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