Road to Retail Recovery Playbook

1. Definitions:
A. “Affiliate” means any legal entity (including investment fund(s) managed by You) that is directly or indirectly controlled by, controlling or is under common control, with You, provided that “control” means ownership or control of more than a 50% interest of another legal entity or the ability to direct the decision, management, policies and/or actions of such legal entity, by ownership interests, contract or otherwise.
B. “Information” refers to the materials and any other information or documentation provided to Third Party related to, or resulting from, the services provided by BCG to Client in connection with the transaction. Information does not include information which: (i) is or becomes available to the public other than as a result of a breach of this Agreement; (ii) becomes available to, or at the time of disclosure is already in the possession of, Third Party or any of its Representatives, from a source other than BCG or Client; provided that, either (1) to the knowledge of Third Party or any such Representatives (as the case may be), such source is not prohibited from disclosing such information, directly or indirectly in violation of any confidentiality obligation owed to BCG or Client, or (2) such information does not mention BCG or identify BCG, expressly or implicitly, as its source; or (iii) is independently developed by Third Party or any of its Representatives without use of or reference to any Information provided by BCG under this Agreement.

2. Without prior written consent of BCG and Client, Third Party will not, in whole or in part, disclose the Information to any other party, or refer to or attribute the Information to BCG.

3. Third Party will be responsible for any breach of the obligations contained herein by the Third Party, or any other person or entity to whom Third Party discloses Information, excepting only those who have executed a separate non-reliance letter with BCG in accordance with Section 4(iii) or agreed to these terms and conditions separately by clicking through themselves

4. Third Party further agrees that: (i) the Information was developed by BCG for the exclusive, internal use of Client; (ii) the Information is incomplete without associated verbal discussion between BCG and Client to which Third Party was not, and will not be, privy; (iii) Third Party is responsible for conducting its own investigation with respect to the Information and expressly agrees that BCG has not taken account of matters or issues which are relevant to Third Party; (iv) that BCG makes no, and hereby disclaims all, representations or warranties, either express or implied, to Third Party with respect to the Information, including the accuracy or completeness thereof; and (v) BCG has no obligation to notify Third Party if any matters or information come to BCG’s attention which might affect the continuing validity of the data, analysis or conclusions in the Information.

5. Third Party agrees and acknowledges that, for the reasons above and other reasons, it is unreasonable for Third Party to rely on the Information to make any decision, reach any conclusion, and/or take or refrain from taking any action whatsoever. To the extent Third Party does rely on the Information, it does so entirely at its own risk.

6. As consideration for receiving the Information, to the maximum extent permitted by law, Third Party hereby waives any rights, claims or causes of action it may have at any time against BCG with regard to the Information, including the accuracy or completeness thereof. Third Party agrees not to sue or participate in any way (except as required by a validly issued court order or subpoena) in any litigation, dispute or cause of action against BCG arising out of or related to the Information. Third Party acknowledges that BCG does not owe or accept a duty to Third Party, whether in contract or in tort or however otherwise arising.

7. These terms and conditions constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, negotiations, and representations, whether written or oral, relating to its subject matter.

8. The provisions of these terms and conditions are severable. If any provision hereunder is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will continue in full force and effect to the fullest extent permitted by law.

9. It is agreed that no failure or delay by BCG in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

10. BCG, without prejudice to any rights to judicial relief it may otherwise have, will be entitled to seek injunctive relief or other equitable relief where available, in the event of any breach of the provisions of these terms and conditions without the necessity of posting a bond. Third Party agrees that it will not oppose the granting of such relief on the basis that BCG has an adequate remedy at law.

11. Access to the Information does not grant to You (i) any license under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce any of the Information, or (ii) any rights in the frameworks, methodologies, analytical tools and industry data and insights used or developed by BCG in preparing the Information or otherwise contained therein. In particular, You agree not to remove any proprietary rights legend from the Information and upon request You will add any proprietary legends requested by BCG to the Information.

12. The Courts of The Commonwealth of Massachusetts will have exclusive jurisdiction in relation to any claim, dispute or difference arising out of or in connection with these terms and conditions and any matter arising from them. These terms and conditions constitute a legally binding agreement between us and our successors and assigns, governed by the Laws of The Commonwealth of Massachusetts (except that any conflicts-of-law principles of the Commonwealth that would result in the application of the law of another jurisdiction will be disregarded).

By clicking "Continue to Recovery Playbook" below, the Third Party hereby acknowledges, agrees and affirms that s/he has reviewed the terms and conditions (“T&C”) attached hereto, is authorized to accept the terms embedded in this document for and on behalf of his or her employer (“Third Party”) on whose behalf the signatory is accepting, and such acceptance gives rise to a contractual relationship between The Boston Consulting Group, Inc. and Third Party.