EX-10.1



 







    Exhibit 10.1



 




    INDEMNIFICATION
    AGREEMENT



 



    This Indemnification Agreement, dated as
    of          ,
    2006, is made by and between THE DUN & BRADSTREET
    CORPORATION, a Delaware corporation (the
    “Corporation”)
    and          
    (the “Indemnitee”).



 




    RECITALS



 



    A. The Corporation recognizes that competent and
    experienced persons are increasingly reluctant to serve or to
    continue to serve as directors or officers of corporations
    unless they are protected by comprehensive liability insurance
    or indemnification, or both, due to increased exposure to
    litigation costs and risks resulting from their service to such
    corporations, and due to the fact that the exposure frequently
    bears no reasonable relationship to the compensation of such
    directors and officers;



 



    B. The statutes and judicial decisions regarding the duties
    of directors and officers are often difficult to apply,
    ambiguous, or conflicting, and therefore fail to provide such
    directors and officers with adequate, reliable knowledge of
    legal risks to which they are exposed or information regarding
    the proper course of action to take;



 



    C. The Corporation and Indemnitee recognize that plaintiffs
    often seek damages in such large amounts and the costs of
    litigation may be so enormous (whether or not the case is
    meritorious), that the defense
    and/or
    settlement of such litigation is often beyond the personal
    resources of directors and officers;



 



    D. The Corporation believes that it is unfair for its
    directors and officers to assume the risk of huge judgments and
    other expenses which may occur in cases in which the director or
    officer received no personal profit and in cases where the
    director or officer was not culpable;



 



    E. The Corporation, after reasonable investigation, has
    determined that the liability insurance coverage presently
    available to the Corporation may be inadequate in certain
    circumstances to cover all possible exposure for which
    Indemnitee should be protected. The Corporation believes that
    the interests of the Corporation and its stockholders would best
    be served by a combination of such insurance and the
    indemnification by the Corporation of the directors and officers
    of the Corporation;



 



    F. The Corporation’s Restated Certificate of
    Incorporation requires the Corporation to indemnify its
    directors and officers to the fullest extent permitted by the
    Delaware General Corporation Law (the “DGCL”). The
    Restated Certificate of Incorporation expressly provides that
    the indemnification provisions set forth therein are not
    exclusive, and contemplate that contracts may be entered into
    between the Corporation and its directors and officers with
    respect to indemnification;



 



    G. Section 145 of the DGCL
    (“Section 145”), under which the Corporation is
    organized, empowers the Corporation to indemnify its officers,
    directors, employees and agents by agreement and to indemnify
    persons who serve, at the request of the Corporation, as the
    directors, officers, employees or agents of other corporations
    or enterprises, and expressly provides that the indemnification
    provided by Section 145 is not exclusive;



 



    H. The Board of Directors has determined that contractual
    indemnification as set forth herein is not only reasonable and
    prudent but also promotes the best interests of the Corporation
    and its stockholders;



 



    I. The Corporation desires and has requested Indemnitee to
    serve or continue to serve as a director or officer of the
    Corporation
    and/or one
    or more subsidiaries or affiliates of the Corporation free from
    undue concern for unwarranted claims for damages arising out of
    or related to such services to the Corporation
    and/or one
    or more subsidiaries or affiliates of the Corporation; and



 



    J. Indemnitee is willing to serve, continue to serve or to
    provide additional service for or on behalf of the Corporation
    on the condition that he is furnished the indemnity provided for
    herein.













 







    AGREEMENT



 



    NOW, THEREFORE, in consideration of the mutual covenants and
    agreements set forth below, and other good and valuable
    consideration, the receipt and adequacy of which are hereby
    acknowledged, the parties hereto, intending to be legally bound,
    hereby agree as follows:



 



    Section 1.  Generally.  



 



    To the fullest extent permitted by the laws of the State of
    Delaware:



 



    (a) The Corporation shall indemnify Indemnitee if
    Indemnitee was or is a party or is threatened to be made a party
    to any threatened, pending or completed action, suit or
    proceeding, whether civil, criminal, administrative or
    investigative, by reason of the fact that Indemnitee is or was
    or has agreed to serve at the request of the Corporation as a
    director, officer, employee or agent of the Corporation, or
    while serving as a director or officer of the Corporation, is or
    was serving or has agreed to serve at the request of the
    Corporation as a director, officer, employee or agent (which,
    for purposes hereof, shall include a trustee, partner or manager
    or similar capacity) of another corporation, partnership, joint
    venture, trust, employee benefit plan or other enterprise, or by
    reason of any action alleged to have been taken or omitted in
    such capacity.



 



    (b) The indemnification provided by this Section 1
    shall be from and against expenses (including attorneys’
    fees), judgments, fines and amounts paid in settlement actually
    and reasonably incurred by Indemnitee or on Indemnitee’s
    behalf in connection with such action, suit or proceeding and
    any appeal therefrom, but shall only be provided if Indemnitee
    acted in good faith and in a manner Indemnitee reasonably
    believed to be in or not opposed to the best interests of the
    Corporation, and, with respect to any criminal action, suit or
    proceeding, had no reasonable cause to believe Indemnitee’s
    conduct was unlawful.



 



    (c) Notwithstanding the foregoing provisions of this
    Section 1, in the case of any threatened, pending or
    completed action or suit by or in the right of the Corporation
    to procure a judgment in its favor by reason of the fact that
    Indemnitee is or was a director, officer, employee or agent of
    the Corporation, or while serving as a director or officer of
    the Corporation, is or was serving or has agreed to serve at the
    request of the Corporation as a director, officer, employee or
    agent of another corporation, partnership, joint venture, trust,
    employee benefit plan or other enterprise, no indemnification
    shall be made in respect of any claim, issue or matter as to
    which Indemnitee shall have been adjudged to be liable to the
    Corporation unless, and only to the extent that, the Delaware
    Court of Chancery or the court in which such action or suit was
    brought shall determine upon application that, despite the
    adjudication of liability but in view of all the circumstances
    of the case, Indemnitee is fairly and reasonably entitled to
    indemnity for such expenses which the Delaware Court of Chancery
    or such other court shall deem proper.



 



    (d) The termination of any action, suit or proceeding by
    judgment, order, settlement, conviction, or upon a plea of nolo
    contendere or its equivalent, shall not, of itself, create a
    presumption that Indemnitee did not act in good faith and in a
    manner which Indemnitee reasonably believed to be in or not
    opposed to the best interests of the Corporation, and, with
    respect to any criminal action or proceeding, had reasonable
    cause to believe that Indemnitee’s conduct was unlawful.



 



    Section 2.  Successful
    Defense; Partial Indemnification.   To the
    extent that Indemnitee has been successful on the merits or
    otherwise in defense of any action, suit or proceeding referred
    to in Section 1 hereof or in defense of any claim, issue or
    matter therein, Indemnitee shall be indemnified against expenses
    (including attorneys’ fees) actually and reasonably
    incurred in connection therewith. For purposes of this Agreement
    and without limiting the foregoing, if any action, suit or
    proceeding is disposed of, on the merits or otherwise (including
    a disposition without prejudice), without (i) the
    disposition being adverse to Indemnitee, (ii) an
    adjudication that Indemnitee was liable to the Corporation,
    (iii) a plea of guilty or nolo contendere by Indemnitee,
    (iv) an adjudication that Indemnitee did not act in good
    faith and in a manner Indemnitee reasonably believed to be in or
    not opposed to the best interests of the Corporation, and
    (v) with respect to any criminal proceeding, an
    adjudication that Indemnitee had reasonable cause to believe
    Indemnitee’s conduct was unlawful, Indemnitee shall be
    considered for the purposes hereof to have been wholly
    successful with respect thereto.




    

    2








 






    If Indemnitee is entitled under any provision of this Agreement
    to indemnification by the Corporation for some or a portion of
    the expenses (including attorneys’ fees), judgments, fines
    or amounts paid in settlement actually and reasonably incurred
    by Indemnitee or on Indemnitee’s behalf in connection with
    any action, suit, proceeding or investigation, or in defense of
    any claim, issue or matter therein, and any appeal therefrom but
    not, however, for the total amount thereof, the Corporation
    shall nevertheless indemnify Indemnitee for the portion of such
    expenses (including attorneys’ fees), judgments, fines or
    amounts paid in settlement to which Indemnitee is entitled.



 



    Section 3.  Determination
    That Indemnification Is Proper.   Any
    indemnification hereunder shall (unless otherwise ordered by a
    court) be made by the Corporation unless a determination is made
    that indemnification of such person is not proper in the
    circumstances because he or she has not met the applicable
    standard of conduct set forth in Section 1(b) hereof. Any
    such determination shall be made (i) by a majority vote of
    the directors who are not parties to the action, suit or
    proceeding in question (“disinterested directors”),
    even if less than a quorum, (ii) by a majority vote of a
    committee of disinterested directors designated by majority vote
    of disinterested directors, even if less than a quorum,
    (iii) by a majority vote of a quorum of the outstanding
    shares of stock of all classes entitled to vote on the matter,
    voting as a single class, which quorum shall consist of
    stockholders who are not at that time parties to the action,
    suit or proceeding in question, (iv) by independent legal
    counsel, or (v) by a court of competent jurisdiction.



 



    Section 4.  Advance
    Payment of Expenses; Notification and Defense of
    Claim.  



 



    (a) Expenses (including attorneys’ fees) incurred by
    Indemnitee in defending a threatened or pending civil, criminal,
    administrative or investigative action, suit or proceeding, or
    in connection with an enforcement action pursuant to
    Section 5(b), shall be paid by the Corporation in advance
    of the final disposition of such action, suit or proceeding
    within thirty (30) days after receipt by the Corporation of
    (i) a statement or statements from Indemnitee requesting
    such advance or advances from time to time, and (ii) an
    undertaking by or on behalf of Indemnitee to repay such amount
    or amounts, only if, and to the extent that, it shall ultimately
    be determined that Indemnitee is not entitled to be indemnified
    by the Corporation as authorized by this Agreement or otherwise.
    Such undertaking shall be accepted without reference to the
    financial ability of Indemnitee to make such repayment. Advances
    shall be unsecured and interest-free.



 



    (b) Promptly after receipt by Indemnitee of notice of the
    commencement of any action, suit or proceeding, Indemnitee
    shall, if a claim thereof is to be made against the Corporation
    hereunder, notify the Corporation of the commencement thereof.
    The failure to promptly notify the Corporation of the
    commencement of the action, suit or proceeding, or
    Indemnitee’s request for indemnification, will not relieve
    the Corporation from any liability that it may have to
    Indemnitee hereunder, except to the extent the Corporation is
    prejudiced in its defense of such action, suit or proceeding as
    a result of such failure.



 



    (c) In the event the Corporation shall be obligated to pay
    the expenses of Indemnitee with respect to an action, suit or
    proceeding, as provided in this Agreement, the Corporation, if
    appropriate, shall be entitled to assume the defense of such
    action, suit or proceeding, with counsel reasonably acceptable
    to Indemnitee, upon the delivery to Indemnitee of written notice
    of its election to do so. After delivery of such notice,
    approval of such counsel by Indemnitee and the retention of such
    counsel by the Corporation, the Corporation will not be liable
    to Indemnitee under this Agreement for any fees of counsel
    subsequently incurred by Indemnitee with respect to the same
    action, suit or proceeding, provided that (1) Indemnitee
    shall have the right to employ Indemnitee’s own counsel in
    such action, suit or proceeding at Indemnitee’s expense and
    (2) if (i) the employment of counsel by Indemnitee has
    been previously authorized in writing by the Corporation,
    (ii) counsel to the Corporation or Indemnitee shall have
    reasonably concluded that there may be a conflict of interest or
    position, or reasonably believes that a conflict is likely to
    arise, on any significant issue between the Corporation and
    Indemnitee in the conduct of any such defense or (iii) the
    Corporation shall not, in fact, have employed counsel to assume
    the defense of such action, suit or proceeding, then the fees
    and expenses of Indemnitee’s counsel shall be at the
    expense of the Corporation, except as otherwise expressly
    provided by this Agreement. The Corporation shall not be
    entitled, without the consent of Indemnitee, to assume the
    defense of any claim brought by or in the right of the
    Corporation or as to which counsel for the Corporation or
    Indemnitee shall have reasonably made the conclusion provided
    for in clause (ii) above.



 



    (d) Notwithstanding any other provision of this Agreement
    to the contrary, to the extent that Indemnitee is, by reason of
    Indemnitee’s corporate status with respect to the
    Corporation or any corporation, partnership, joint




    

    3








 






    venture, trust, employee benefit plan or other enterprise which
    Indemnitee is or was serving or has agreed to serve at the
    request of the Corporation, a witness or otherwise participates
    in any action, suit or proceeding at a time when Indemnitee is
    not a party in the action, suit or proceeding, the Corporation
    shall indemnify Indemnitee against all expenses (including
    attorneys’ fees) actually and reasonably incurred by
    Indemnitee or on Indemnitee’s behalf in connection
    therewith.



 



    Section 5.  Procedure
    for Indemnification.



 



    (a) To obtain indemnification, Indemnitee shall promptly
    submit to the Corporation a written request, including therein
    or therewith such documentation and information as is reasonably
    available to Indemnitee and is reasonably necessary to determine
    whether and to what extent Indemnitee is entitled to
    indemnification. The Corporation shall, promptly upon receipt of
    such a request for indemnification, advise the Board of
    Directors in writing that Indemnitee has requested
    indemnification.



 



    (b) The Corporation’s determination whether to grant
    Indemnitee’s indemnification request shall be made
    promptly, and in any event within 60 days following receipt
    of a request for indemnification pursuant to Section 5(a).
    The right to indemnification as granted by Section 1 of
    this Agreement shall be enforceable by Indemnitee in any court
    of competent jurisdiction if the Corporation denies such
    request, in whole or in part, or fails to respond within such
    60-day
    period. It shall be a defense to any such action (other than an
    action brought to enforce a claim for the advance of costs,
    charges and expenses under Section 4 hereof where the
    required undertaking, if any, has been received by the
    Corporation) that Indemnitee has not met the standard of conduct
    set forth in Section 1 hereof, but the burden of proving
    such defense by clear and convincing evidence shall be on the
    Corporation. Neither the failure of the Corporation (including
    its Board of Directors or one of its committees, its independent
    legal counsel, and its stockholders) to have made a
    determination prior to the commencement of such action that
    indemnification of Indemnitee is proper in the circumstances
    because Indemnitee has met the applicable standard of conduct
    set forth in Section 1 hereof, nor the fact that there has
    been an actual determination by the Corporation (including its
    Board of Directors or one of its committees, its independent
    legal counsel, and its stockholders) that Indemnitee has not met
    such applicable standard of conduct, shall be a defense to the
    action or create a presumption that Indemnitee has or has not
    met the applicable standard of conduct. The Indemnitee’s
    expenses (including attorneys’ fees) incurred in connection
    with successfully establishing Indemnitee’s right to
    indemnification, in whole or in part, in any such proceeding or
    otherwise shall also be indemnified by the Corporation.



 



    (c) The Indemnitee shall be presumed to be entitled to
    indemnification under this Agreement upon submission of a
    request for indemnification pursuant to this Section 5, and
    the Corporation shall have the burden of proof in overcoming
    that presumption in reaching a determination contrary to that
    presumption. Such presumption shall be used as a basis for a
    determination of entitlement to indemnification unless the
    Corporation overcomes such presumption by clear and convincing
    evidence.



 



    Section 6.  Insurance
    and Subrogation.  



 



    (a) The Corporation may purchase and maintain insurance on
    behalf of Indemnitee who is or was or has agreed to serve at the
    request of the Corporation as a director or officer of the
    Corporation, or is or was serving at the request of the
    Corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust, employee benefit
    plan or other enterprise against any liability asserted against,
    and incurred by, Indemnitee or on Indemnitee’s behalf in
    any such capacity, or arising out of Indemnitee’s status as
    such, whether or not the Corporation would have the power to
    indemnify Indemnitee against such liability under the provisions
    of this Agreement. If the Corporation has such insurance in
    effect at the time the Corporation receives from Indemnitee any
    notice of the commencement of a proceeding, the Corporation
    shall give prompt notice of the commencement of such proceeding
    to the insurers in accordance with the procedures set forth in
    the policy. The Corporation shall thereafter take all necessary
    or desirable action to cause such insurers to pay, on behalf of
    the Indemnitee, all amounts payable as a result of such
    proceeding in accordance with the terms of such policy.



 



    (b) In the event of any payment by the Corporation under
    this Agreement, the Corporation shall be subrogated to the
    extent of such payment to all of the rights of recovery of
    Indemnitee with respect to any insurance policy, who shall
    execute all papers required and take all action necessary to
    secure such rights, including execution of such documents as are
    necessary to enable the Corporation to bring suit to enforce
    such rights in accordance with the




    

    4








 






    terms of such insurance policy. The Corporation shall pay or
    reimburse all expenses actually and reasonably incurred by
    Indemnitee in connection with such subrogation.



 



    (c) The Corporation shall not be liable under this
    Agreement to make any payment of amounts otherwise indemnifiable
    hereunder (including, but not limited to, judgments, fines,
    ERISA excise taxes or penalties, and amounts paid in settlement)
    if and to the extent that Indemnitee has otherwise actually
    received such payment under this Agreement or any insurance
    policy, contract, agreement or otherwise.



 



    Section 7.  Certain
    Definitions.   For purposes of this Agreement,
    the following definitions shall apply:



 



    (a) The term “action, suit or proceeding” shall
    be broadly construed and shall include, without limitation, the
    investigation, preparation, prosecution, defense, settlement,
    arbitration and appeal of, and the giving of testimony in, any
    threatened, pending or completed claim, action, suit or
    proceeding, whether civil, criminal, administrative or
    investigative.



 



    (b) The term “by reason of the fact that Indemnitee is
    or was a director, officer, employee or agent of the
    Corporation, or while serving as a director or officer of the
    Corporation, is or was serving or has agreed to serve at the
    request of the Corporation as a director, officer, employee or
    agent of another corporation, partnership, joint venture, trust,
    employee benefit plan or other enterprise” shall be broadly
    construed and shall include, without limitation, any actual or
    alleged act or omission to act.



 



    (c) The term “expenses” shall be broadly and
    reasonably construed and shall include, without limitation, all
    direct and indirect costs of any type or nature whatsoever
    (including, without limitation, all attorneys’ fees and
    related disbursements, appeal bonds, other
    out-of-pocket
    costs and reasonable compensation for time spent by Indemnitee
    for which Indemnitee is not otherwise compensated by the
    Corporation or any third party, provided that the rate of
    compensation and estimated time involved is approved by the
    Board, which approval shall not be unreasonably withheld),
    actually and reasonably incurred by Indemnitee in connection
    with either the investigation, defense or appeal of a proceeding
    or establishing or enforcing a right to indemnification under
    this Agreement, Section 145 of the General Corporation Law
    of the State of Delaware or otherwise.



 



    (d) The term “judgments, fines and amounts paid in
    settlement” shall be broadly construed and shall include,
    without limitation, all direct and indirect payments of any type
    or nature whatsoever including, without limitation, all
    penalties and amounts required to be forfeited or reimbursed to
    the Corporation, as well as any penalties or excise taxes
    assessed on a person with respect to an employee benefit plan).



 



    (e) The term “Corporation” shall include, without
    limitation and in addition to the resulting corporation, any
    constituent corporation (including any constituent of a
    constituent) absorbed in a consolidation or merger which, if its
    separate existence had continued, would have had power and
    authority to indemnify its directors, officers, and employees or
    agents, so that any person who is or was a director, officer,
    employee or agent of such constituent corporation, or is or was
    serving at the request of such constituent corporation as a
    director, officer, employee or agent of another corporation,
    partnership, joint venture, trust, employee benefit plan or
    other enterprise, shall stand in the same position under the
    provisions of this Agreement with respect to the resulting or
    surviving corporation as he or she would have with respect to
    such constituent corporation if its separate existence had
    continued.



 



    (f) The term “other enterprises” shall include,
    without limitation, employee benefit plans.



 



    (g) The term “serving at the request of the
    Corporation” shall include, without limitation, any service
    as a director, officer, employee or agent of the Corporation
    which imposes duties on, or involves services by, such director,
    officer, employee or agent with respect to an employee benefit
    plan, its participants or beneficiaries.



 



    (h) A person who acted in good faith and in a manner such
    person reasonably believed to be in the interest of the
    participants and beneficiaries of an employee benefit plan shall
    be deemed to have acted in a manner “not opposed to the
    best interests of the Corporation” as referred to in this
    Agreement.




    

    5








 






    Section 8.  Limitation
    on Indemnification.   Notwithstanding any
    other provision herein to the contrary, the Corporation shall
    not be obligated pursuant to this Agreement:



 



    (a) Claims Initiated by
    Indemnitee.   To indemnify or advance expenses
    to Indemnitee with respect to an action, suit or proceeding (or
    part thereof) initiated by Indemnitee, except with respect to an
    action, suit or proceeding brought to establish or enforce a
    right to indemnification (which shall be governed by the
    provisions of Section 8(b) of this Agreement), unless such
    action, suit or proceeding (or part thereof) was authorized or
    consented to by the Board of Directors of the Corporation.



 



    (b) Action for Indemnification.  
    To indemnify Indemnitee for any expenses incurred by Indemnitee
    with respect to any action, suit or proceeding instituted by
    Indemnitee to enforce or interpret this Agreement, unless
    Indemnitee is successful in establishing Indemnitee’s right
    to indemnification in such action, suit or proceeding, in whole
    or in part, or unless and to the extent that the court in such
    action, suit or proceeding shall determine that, despite
    Indemnitee’s failure to establish their right to
    indemnification, Indemnitee is entitled to indemnity for such
    expenses; provided, however, that nothing in this
    Section 8(b) is intended to limit the Corporation’s
    obligation with respect to the advancement of expenses to
    Indemnitee in connection with any such action, suit or
    proceeding instituted by Indemnitee to enforce or interpret this
    Agreement, as provided in Section 4 hereof.



 



    (c) Section 16 Violations.  
    To indemnify Indemnitee on account of any proceeding with
    respect to which final judgment is rendered against Indemnitee
    for payment or an accounting of profits arising from the
    purchase or sale by Indemnitee of securities in violation of
    Section 16(b) of the Securities Exchange Act of 1934, as
    amended, or any similar successor statute.



 



    (d) Non-compete and
    Non-disclosure.   To indemnify Indemnitee in
    connection with proceedings or claims involving the enforcement
    of non-compete
    and/or
    non-disclosure agreements or the non-compete
    and/or
    non-disclosure provisions of employment, consulting or similar
    agreements (including, without limitation, the
    Corporation’s Detrimental Conduct Agreements and
    Proprietary Information and Non-Solicitation Agreements) the
    Indemnitee may be a party to with the Corporation, or any
    subsidiary of the Corporation or any other applicable foreign or
    domestic corporation, partnership, joint venture, trust or other
    enterprise, if any.



 



    Section 9.  Certain
    Settlement Provisions.   The Corporation shall
    have no obligation to indemnify Indemnitee under this Agreement
    for amounts paid in settlement of any action, suit or proceeding
    without the Corporation’s prior written consent, which
    shall not be unreasonably withheld. The Corporation shall not
    settle any action, suit or proceeding in any manner that would
    impose any fine or other obligation on Indemnitee without
    Indemnitee’s prior written consent, which shall not be
    unreasonably withheld.



 



    Section 10.  Savings
    Clause.   If any provision or provisions of
    this Agreement shall be invalidated on any ground by any court
    of competent jurisdiction, then the Corporation shall
    nevertheless indemnify Indemnitee as to costs, charges and
    expenses (including attorneys’ fees), judgments, fines and
    amounts paid in settlement with respect to any action, suit or
    proceeding, whether civil, criminal, administrative or
    investigative, including an action by or in the right of the
    Corporation, to the full extent permitted by any applicable
    portion of this Agreement that shall not have been invalidated
    and to the full extent permitted by applicable law.



 



    Section 11.  Contribution.  
    In order to provide for just and equitable contribution in
    circumstances in which the indemnification provided for herein
    is held by a court of competent jurisdiction to be unavailable
    to Indemnitee in whole or in part, it is agreed that, in such
    event, the Corporation shall, to the fullest extent permitted by
    law, contribute to the payment of Indemnitee’s costs,
    charges and expenses (including attorneys’ fees),
    judgments, fines and amounts paid in settlement with respect to
    any action, suit or proceeding, whether civil, criminal,
    administrative or investigative, in an amount that is just and
    equitable in the circumstances, taking into account, among other
    things, contributions by other directors and officers of the
    Corporation or others pursuant to indemnification agreements or
    otherwise; provided, that, without limiting the generality of
    the foregoing, such contribution shall not be required where
    such holding by the court is due to (i) the failure of
    Indemnitee to meet the standard of conduct set forth in
    Section 1 hereof, or (ii) any limitation on
    indemnification set forth in Section 6(c), 8 or 9 hereof.




    

    6








 






    Section 12.  Form
    and Delivery of Communications.   Any notice,
    request or other communication required or permitted to be given
    to the parties under this Agreement shall be in writing and
    either delivered in person or sent by telecopy, telex, telegram,
    overnight mail or courier service, or certified or registered
    mail, return receipt requested, postage prepaid, to the parties
    at the following addresses (or at such other addresses for a
    party as shall be specified by like notice):



 



    If to the Corporation:








 



    The Dun & Bradstreet Corporation

    103 John F Kennedy Parkway

    Short Hills, NJ 07078

    Attn:          

    Facsimile:          



 



    If to Indemnitee:



 



    [name]

    [address]

    Facsimile:          



 



    Section 13.  Subsequent
    Legislation.   If the General Corporation Law
    of Delaware is amended after adoption of this Agreement to
    expand further the indemnification permitted to directors or
    officers, then the Corporation shall indemnify Indemnitee to the
    fullest extent permitted by the General Corporation Law of
    Delaware, as so amended.



 



    Section 14.  Nonexclusivity.  
    The provisions for indemnification and advancement of expenses
    set forth in this Agreement shall not be deemed exclusive of any
    other rights which Indemnitee may have under any provision of
    law, the Corporation’s Certificate of Incorporation or
    ByLaws, in any court in which a proceeding is brought, the vote
    of the Corporation’s stockholders or disinterested
    directors, other agreements or otherwise, and Indemnitee’s
    rights hereunder shall continue after Indemnitee has ceased
    acting as an agent of the Corporation and shall inure to the
    benefit of the heirs, executors and administrators of
    Indemnitee. However, no amendment or alteration of the
    Corporation’s Certificate of Incorporation or ByLaws or any
    other agreement shall adversely affect the rights provided to
    Indemnitee under this Agreement.



 



    Section 15.  Enforcement.  
    The Corporation shall be precluded from asserting in any
    judicial proceeding that the procedures and presumptions of this
    Agreement are not valid, binding and enforceable. The
    Corporation agrees that its execution of this Agreement shall
    constitute a stipulation by which it shall be irrevocably bound
    in any court of competent jurisdiction in which a proceeding by
    Indemnitee for enforcement of his rights hereunder shall have
    been commenced, continued or appealed, that its obligations set
    forth in this Agreement are unique and special, and that failure
    of the Corporation to comply with the provisions of this
    Agreement will cause irreparable and irremediable injury to
    Indemnitee, for which a remedy at law will be inadequate. As a
    result, in addition to any other right or remedy Indemnitee may
    have at law or in equity with respect to breach of this
    Agreement, Indemnitee shall be entitled to injunctive or
    mandatory relief directing specific performance by the
    Corporation of its obligations under this Agreement.



 



    Section 16.  Interpretation
    of Agreement.   It is understood that the
    parties hereto intend this Agreement to be interpreted and
    enforced so as to provide indemnification to Indemnitee to the
    fullest extent now or hereafter permitted by law.



 



    Section 17.  Entire
    Agreement.   This Agreement and the documents
    expressly referred to herein constitute the entire agreement
    between the parties hereto with respect to the matters covered
    hereby, and any other prior or contemporaneous oral or written
    understandings or agreements with respect to the matters covered
    hereby are expressly superceded by this Agreement.



 



    Section 18.  Modification
    and Waiver.   No supplement, modification or
    amendment of this Agreement shall be binding unless executed in
    writing by both of the parties hereto. No waiver of any of the
    provisions of this Agreement shall be deemed or shall constitute
    a waiver of any other provision hereof (whether or not similar)
    nor shall such waiver constitute a continuing waiver.




    

    7








 






    Section 19.  Successor
    and Assigns.   All of the terms and provisions
    of this Agreement shall be binding upon, shall inure to the
    benefit of and shall be enforceable by the parties hereto and
    their respective successors, assigns, heirs, executors,
    administrators and legal representatives. The Corporation shall
    require and cause any direct or indirect successor (whether by
    purchase, merger, consolidation or otherwise) to all or
    substantially all of the business or assets of the Corporation,
    by written agreement in form and substance reasonably
    satisfactory to Indemnitee, expressly to assume and agree to
    perform this Agreement in the same manner and to the same extent
    that the Corporation would be required to perform if no such
    succession had taken place.



 



    Section 20.  Service
    of Process and Venue.   For purposes of any
    claims or proceedings to enforce this agreement, the Corporation
    consents to the jurisdiction and venue of any federal or state
    court of competent jurisdiction in the states of Delaware and
    New Jersey, and waives and agrees not to raise any defense that
    any such court is an inconvenient forum or any similar claim.



 



    Section 21.  Supercedes
    Prior Agreement.   This Agreement supercedes
    any prior indemnification agreement between Indemnitee and the
    Corporation or its predecessors.



 



    Section 22.  Governing
    Law.   This Agreement shall be governed
    exclusively by and construed according to the laws of the State
    of Delaware, as applied to contracts between Delaware residents
    entered into and to be performed entirely within Delaware. If a
    court of competent jurisdiction shall make a final determination
    that the provisions of the law of any state other than Delaware
    govern indemnification by the Corporation of its officers and
    directors, then the indemnification provided under this
    Agreement shall in all instances be enforceable to the fullest
    extent permitted under such law, notwithstanding any provision
    of this Agreement to the contrary.



 



    Section 23.  Employment
    Rights.   Nothing in this Agreement is
    intended to create in Indemnitee any right to employment or
    continued employment.



 



    Section 24.  Counterparts.  
    This Agreement may be executed in two or more counterparts, each
    of which shall be deemed to be an original and all of which
    together shall be deemed to be one and the same instrument,
    notwithstanding that both parties are not signatories to the
    original or same counterpart.



 



    Section 25.  Headings.  
    The section and subsection headings contained in this Agreement
    are for reference purposes only and shall not affect in any way
    the meaning or interpretation of this Agreement.



 



    IN WITNESS WHEREOF, this Agreement has been duly executed and
    delivered to be effective as of the date first above written.



 



    THE DUN & BRADSTREET CORPORATION



 








    By
    _
    _Name:
    _
    _Title:
    _
    _



 



    INDEMNITEE:



 








    By
    _
    _Name:
    _
    _




    

    8