“Covered Person” shall mean any person or entity (i) that was a member of the Company or wassolicited to be a member of the Company at any time during the lesser of the two-year period priorto the termination of Employee’s employment with the Company, or the period of Employee’semployment with the Company; and (ii) with which Employee had contact on behalf of the Company orabout which Employee learned confidential information in the course of Employee’s employment withthe Company.“Non-Solicitation Period” shall mean the period of Employee’s employment and one (1) yearperiod following the Company’s termination of Employee’s employment for Cause or Employee’svoluntary resignation of employment.(c) Employee agrees that the restrictions imposed upon Employee by the provisions of thissection are fair and reasonable, are reasonably required for the protection of the Company, andwill not unreasonably restrict Employee’s ability to work during the Non-Solicitation Period.**2. ****Non-Solicitation of Employees****:**During Employee’s employment, and for a period ofone (1) year following resignation or termination of such employment for any reason, Employeeagrees that Employee shall not, except in the course of Employee’s duties for the Company, directlyor indirectly, induce or attempt to induce or otherwise counsel, advise, ask or encourage anyperson who is then a current employee of the Company and whom Employee worked with, supervised, orlearned confidential information about while employed by the Company to leave the employ of theCompany to accept employment with another employer that competes with the Company in the provisionof Company Services.**3. ****Confidential Information****:**During Employee’s employment, Employee will have accessto confidential information about the Company’s business that is not generally available to thepublic, including, without limitation, research, designs, methods, pricing, financial information,personnel information, marketing strategies, member profiles, materials prepared for members, andthe like. Employee hereby acknowledges the Company’s exclusive ownership of such confidentialinformation. Employee may also have access to confidential information provided to the Company inconfidence by its members, vendors or other third parties. At all times during and afterEmployee’s employment, Employee agrees to maintain the confidentiality of confidential informationbelonging to the Company, and/or provided to the Company by its members, vendors or other thirdparties in confidence, and to use or disclose such information only as authorized by the Company orrequired by law.**4. ****Return of Company Property****:**Upon demand of the Company or resignation ortermination of employment for any reason, whichever is sooner, Employee will deliver to theCompany, and cease to have authorized access to, any and all of its and/or its members’ and/orvendors’ property, as well as any other property provided to the Company by third parties inconfidence, including without limitation all studies, reports, disks, membership data, membershiplists, member materials, manuals, designs, recordings and any other medium in any form or format bywhich, through which or on which Company, member or vendor property or other property provided tothe Company by third parties in confidence has been recorded or stored.**5. ****Ownership of Intellectual Property****:**The Company owns (a) any inventions, tradesecrets, ideas, original works of authorship or confidential information that Employee conceives,develops, discovers or makes in whole or in part during Employee’s employment by the Company thatrelate to the Company’s business or the Company’s actual or demonstrably anticipated research ordevelopment; and (b) any inventions, ideas, original works of authorship, trade secrets or otherconfidential information that Employee conceives, develops, discovers or makes in whole or in partduring or after Employee’s employment that are made through the use of any of the Company’s time,equipment, facilities, supplies, trade secrets or other confidential information, or which resultfrom any work Employee performs for the Company. To the maximum extent permitted under applicablelaw, all of the foregoing shall be deemed to be “works made for hire” under the United StatesCopyright Act, and the Company shall be deemed to be the author and owner thereof. To the extentany of the foregoing is not deemed to be a work made for hire, Employee does hereby grant ownershipof all copyrights, patent rights, inventions, and discoveries to Company, and no further action byEmployee will be required to grant ownership to the Company.**6. ****No Breach of Other Agreements or Obligations****:**Employee will not knowingly use forthe benefit of or disclose to the Company any confidential information of any of Employee’s formeremployers or of any other third party who has not authorized such use or disclosure and will nototherwise knowingly infringe any proprietary right of any third party. Employee represents andwarrants that no contract or agreement between Employee and any third party will interfere in anymanner withEmployee’s performance of Employee’s duties for the Company or with Employee’s compliance withthis Agreement.
 
2

 
**7. ****Provision Invalidated****:**If any provision of this Agreement shall be determined, bya court having jurisdiction, to be unenforceable, the remainder of this Agreement shall not beaffected but shall continue in full force and effect as though such unenforceable provision werenot originally a part of this Agreement, and the unenforceable provision shall be modified so as tobe enforceable to the maximum extent permitted by law. In the event that a court refuses to modifyany unenforceable provision, the parties agree to renegotiate the unenforceable provision in goodfaith to accomplish its objective to the extent permitted by law.**8. ****Injunctive Relief****:**Employee acknowledges that a breach of any of the provisions ofthis Agreement will result in continuing and irreparable damages to the Company for which therewould be no adequate remedy at law and that the Company, in addition to all other relief availableto it, shall be entitled to the issuance of injunctive relief restraining Employee from committingor continuing to commit any breach of this Agreement.**9. ****Attorney’s Fees****:**In any action for breach of this Agreement, the prevailing partyshall be entitled to recover its reasonable attorney’s fees and costs.**10. ****Governing Law and Choice of Forum****:**This Agreement shall be construed inaccordance with and governed by the laws of the Commonwealth of Virginia, irrespective of theprinciples of conflicts of laws therein, and Employee and the Company agree to submit to thepersonal jurisdiction of the state and federal courts in the Commonwealth of Virginia for theresolution of any disputes arising under or relating in any way to this Agreement.**11. ****Not a Contract of Employment****:**This Agreement does not constitute a contract ofemployment for a definite period of time. Employee is an at-will employee of the Company. Thismeans that either Employee or the Company may terminate the employment relationship with or withoutcause at any time with or without notice for any lawful reason or for no reason.**12. ****No Waiver of Breach and No Effect on Employee’s Other Obligations****:**The waiver byany party of a breach of any provision herein shall not operate or be construed as a waiver of anysubsequent breach by any party. In addition, this Agreement does not relieve Employee of anyobligation imposed by law including, for example and without limitation, any statutory or commonlaw obligation to protect the Company’s trade secrets and to refrain from tortiously interferingwith the Company’s contractual relations.**13. ****Entire Agreement****:**This Agreement sets forth the entire agreement andunderstanding between the parties with respect to the subject matter hereof and supersedes allprior oral or written discussions, agreements or understandings with respect to the subject matterhereof.**14. ****Survival of Agreement****:**The provisions of this Agreement shall survive thetermination of the employment relationship between the Company and Employee. This Agreement shallbe binding upon and shall inure to the benefit of the parties and their respective successors andassigns. Notwithstanding the foregoing, Employee shall not assign Employee’s obligations underthis Agreement without the express written consent of the Company or its successors and/or assigns.IN WITNESS WHEREOF, the parties have executed this Agreement as of this _______ day of                    , 20____.     **EMPLOYEE** **THE CORPORATE EXECUTIVE BOARD COMPANY**        Print Name  Print Name and Title         Signature  Signature  
 
3