**Exhibit10.26****Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omittedand has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.****COLLABORATION AGREEMENT**     This Collaboration Agreement (this “Agreement”) is entered into as of this 6th day ofFebruary, 2007 (the “Effective Date”) by and between The Corporate Executive Board Company,a Delaware corporation (“CEB”), and The Advisory Board Company, a Delaware corporation(“ABCO”). CEB and ABCO are sometimes hereafter referred to individually as a“Party” and together as the “Parties.”**W I T N E S S E T H:**     **WHEREAS**, each Party routinely explores opportunities and evaluates ways in which it can byitself or in cooperation with others provide additional programs, products, services, and value toits member and prospective member customers of its commercial programs, and each Party hasconsidered various means of offering to its members the programs, services and offeringscontemplated by this Agreement;     **WHEREAS**, ABCO and CEB wish to capitalize on the expertise of the other Party to achieve in afaster, more cost-efficient manner the (a) development of new best demonstrated practice(“BDP”) research programs, products and services, (b) provision of new BDP researchprograms, products and services to each Party’s members and prospective members, and (c)availability of new services and enhanced research programs as part of each Party’s existing BDPresearch programs, products, and service offerings; and     **WHEREAS**, the Parties believe that combining their respective resources in the mannercontemplated by this Agreement will likely result in the faster provision of higher quality BDPresearch programs, products and services that will benefit the Parties’ respective members andprospective members.     **NOW, THEREFORE**, in consideration of the foregoing and the mutual promises, covenants, andagreements herein contained, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the Parties agree as follows:**1. CERTAIN DEFINITIONS**     Words and phrases not otherwise defined herein have the following respective meanings:          “Collaborations” means, collectively, the General Counsel Collaboration, EmployerHealth Collaboration, New Product Collaboration, and Enhancement Collaboration (as such terms aredefined in the first paragraphs of Sections 3.1, 3.2, 3.3 and 3.4,respectively).          “Commercially Reasonable Efforts” means, as to a Party, an undertaking by such Partyto perform or satisfy an obligation or duty or otherwise act in a manner reasonably
 

 
calculated to obtain the intended result by action or expenditure not disproportionate orunduly burdensome in the circumstances, which means, among other things, that such Party will notbe required to (a) expend funds other than for payment of the reasonable and customary costs andexpenses of employees, counsel, consultants, representatives, or agents of such Party in connectionwith the performance or satisfaction of such obligation or duty or other action or (b) institutelitigation or arbitration as a part of its Commercially Reasonable Efforts.          “Confidential Information” means all such information (whether written, oral,electronic, visual or otherwise) furnished or made available (whether before or after the EffectiveDate) by either Party or any of its Representatives (as defined in Section 4.6(a)) to theother Party or its Representatives (including, but not limited to, the information and materialsexchanged or made available by one Party’s Project Manager(s) (as defined in Section4.1(a)) to the other Party’s Project Manager(s) in connection with this Agreement), and allanalyses, compilations, forecasts, studies, summaries, notes, data, and other documents andmaterials in whatever form maintained, whether prepared by CEB, ABCO, or their respectiveRepresentatives, which contain or reflect, or are generated from, any such information.Notwithstanding the foregoing, Confidential Information does not include any information that:               (a) at the time of disclosure is or later comes into the public domain or becomespublicly known through no improper conduct of the Recipient (as defined in Section4.6(a)), the Recipient’s Representatives, or the Recipient’s Third Party (as defined inthis Section 1 below) recipients;               (b) can be demonstrated by documentation or other competent proof to have been in theRecipient’s possession prior to disclosure by the Disclosing Party (as defined inSection 4.6);               (c) is subsequently received by the Recipient from a Third Party who is not bound byany obligation of confidentiality with respect to such information, and the Recipient is notbound by any other obligation of confidentiality to the Disclosing Party with respect tosuch information; or               (d) can be demonstrated by documentation or other competent proof to have beenindependently developed by or for the Recipient without reference to, or use of, theDisclosing Party’s Confidential Information.          “Covered Services” means and includes membership-based BDP subscription services inwhich members receive a bundle of services incorporating a meaningful combination of the following:(a) benchmarking efforts, case studies, root cause, economic and/or quantitative analysis, whichculminate in a syndicated research report; (b) meetings focused on the discussion of thosesyndicated research reports in a single-client or multi-client setting; or (c) short answer customresearch.          “Cross-Industry Covered Services” means and includes a Covered Service that draws froma diverse group of industries and focuses on issues that are not the primary activity of thoseindustries.
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          “Education Industry” means and includes any Entity that (a) falls under theEducational Services sector or any of the subsectors referred to in Section 61 of the NorthAmerican Industry Classification System as of the Effective Date, as such section may be amendedfrom time to time (collectively, the “Educational Services Sector”), or (b) serves theEducational Services Sector, such as technology, software, communications, financing, and servicesvendors that sell their programs, products or services predominantly to the Educational ServicesSector. Local, state and federal government entities that directly govern Entities within theEducational Services Sector are considered part of the Education Industry.          “Entity” means an individual; corporation; partnership; limited liability company;association; trust or unincorporated organization; a local, state or federal government entity; anyother entity, organization or institution; or any division or subsidiary of any of the foregoing.          “General Counsel Roundtable” means the program developed and offered by CEB that, asof the Effective Date, provides BDP research, services and tools designed to assist legalexecutives with their management, communications and decision-making challenges.          “Health Care Provider Company” means any Entity that is principally engaged in thehealth care provider business, which will include providers of patient care (such as hospitals,health systems, outpatient facilities, home health agencies, and relevant governmental entities)and providers of medical professional services (such as physician and nursing services andphysician management companies).          “Health-Related Companies” means, collectively, Health Care Provider Companies andOther Health Care Companies (as defined in this Section 1 below).          “Industry Covered Services” means and includes Covered Services, such as those CoveredServices that ABCO currently provides to members of its health care BDP syndicated researchprograms; i.e., Covered Services (a) focused principally on the primary activity,particular characteristic, or critical issue of and (b) sold to Health-Related Companies,Not-for-Profit Organizations (as defined in this Section 1 below), or Entities in theEducation Industry. For the avoidance of doubt, for a Covered Service to be an Industry CoveredService, it must be identified as exclusively serving one “vertical” (i.e., a discreetindustry sector), its content will draw primarily from that vertical, and all multi-client meetingsinclude only clients from that vertical. Further, while some content might be shared acrossprograms for reasons of leverage, any such content will be embedded within a program targeted atone of the verticals identified above.          “New ABCO Industries” means, collectively, (a) the Education Industry and (b)Not-for-Profit Organizations.          “New CEB Industries” means Entities that fall under the (a) [***] sector referred toin Section [***] of the NAICS, (b) [***] sector referred to in Section [***] of the NAICS, (c)[***] sector referred to in Section [***] of the NAICS, (d) [***] sector referred to in Section[***] of the NAICS, (e) [***] sector referred to in Sections [***] of the NAICS, (f) [***] sectorreferred to in Section [***] of the NAICS, (g) [***] sector referred to in Section [***] of theNAICS, (h) [***] sector referred to in Sections [***] of the NAICS, (i) [***] sector referred to
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in Section [***] of the NAICS, (j) [***] sector referred to in Section [***] of the NAICS, (k)[***] sector referred to in Section [***] of the NAICS, (l) [***] sector referred to in Sections[***] of the NAICS, (m) [***] sector referred to in Section [***] of the NAICS, (n) [***] sectorreferred to in Section [***] of the NAICS, (o) [***] sector referred to in Section [***] of theNAICS, (p) [***] sector referred to in Section [***] of the NAICS, (q) [***] sector referred to inSection [***] of the NAICS, (r) [***] sector referred to in Section [***] of the NAICS, and (s)[***] sector referred to in Section [***] of the NAICS, in each case to the extent such Entity doesnot fall under a New ABCO Industry and is not a Health-Related Company.          “Non-Compete Period” means the period commencing on the Effective Date and continuingthrough the later of (x) February 5, 2011 or (y) the first anniversary of the last day that two (2)Collaborations remain in effect (i.e., whose Term has not yet expired or been terminated),provided that at least one (1) of the two (2) Collaborations that remain in effect is either theNew Product Collaboration or the Enhancement Collaboration.          “Not-for-Profit Organizations” means and includes (a) any Entity that exists foreducational, social welfare, civic improvement, pleasure or recreation, charitable, or for anyother purposes except for-profit, no part of the income of which is payable to or is otherwiseavailable for the personal benefit of any proprietor, member, trustee, or shareholder, (b) anyEntity serving the Entities referred to in immediately preceding clause (a), such as technology,software, communications, financing, and services vendors that sell their programs, products orservices predominantly to an Entity described in the immediately preceding clause (a), and (c)local, state and federal government entities that directly govern Entities referred to in either ofimmediately preceding clauses (a) or (b).          “Other Health Care Company” means any Entity that is not a Health Care ProviderCompany and that is principally engaged in other types of health care business, including:pharmaceuticals companies; medical technology and device companies, medical supply companies;medical equipment companies; technology, software, communications, financing, and services vendorsselling predominantly to Health Care Provider Companies; companies providing health insurance; andmanaged care companies.          “Term” means the period commencing on the Effective Date and continuing through thelast day of the (a) the GC Term, (b) the EH Term, (c) the NP Term, and (d) the EC Term (as suchterms are defined in Sections 3.1(a), 3.2(a), 3.3(a) and 3.4(a),respectively), unless sooner terminated in accordance with the terms of this Agreement.          “Third Party” means any Entity other than ABCO or CEB.**2. CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS**     2.1 General. Each Party hereby represents, warrants, and covenants to the other Partyas follows:          (a) such Party is duly organized, validly existing, and in good standing under the laws of theState of Delaware and possesses the requisite corporate power and authority to
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execute, deliver and perform its obligations under this Agreement and convey the rights hereingranted to the other Party without the written consent of any Third Party;          (b) this Agreement, when executed and delivered by such Party, will be the legal, valid, andbinding obligation of such Party, enforceable against such Party in accordance with its terms,subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affectingcreditors’ rights generally from time to time in effect and to general equitable principles; theexecution, delivery, and performance of this Agreement by such Party does not and will not conflictwith, or constitute a breach or default under, such Party’s certificate of incorporation or bylawsor any material agreement, contract, commitment, or instrument to which such Party is a party; andsuch Party has not previously granted and will not grant any rights to any Third Party that are,nor contract with any Third Party in any manner that is, inconsistent with the terms herein; and          (c) such Party will comply with all applicable laws when performing its obligations under thisAgreement.          2.2 Certain Additional Representations and Warranties of Each Party. (a) ABCO herebyrepresents and warrants to CEB that it has (i) received no claims, demands, or letters concerningor affecting the Employer Health Materials (as defined in Section 3.2(b)), licenses,services, or information to be delivered and the services to be performed by ABCO under thisAgreement challenging the validity or scope of rights therein, or requesting that ABCO limit, ceaseand desist use, or take a license from a Third Party to continue the use or provision thereof, inwhole or in part, and (ii) sufficient rights, whether granted by Third Parties or otherwise, toperform its obligations under this Agreement, including, but not limited to, ABCO’s obligations toenter into and perform the Collaborations.          (b) CEB hereby represents and warrants to ABCO that it has (i) received no claims, demands, orletters concerning or affecting the General Counsel Materials (as defined in Section3.1(b)), licenses, services, or information to be delivered and the services to be performed byCEB under this Agreement challenging the validity or scope of rights therein, or requesting thatCEB limit, cease and desist use, or take a license from a Third Party to continue the use orprovision thereof, in whole or in part, and (ii) sufficient rights, whether granted by ThirdParties or otherwise, to perform its obligations under this Agreement, including, but not limitedto, CEB’s obligations to enter into and perform the Collaborations.**3. TYPES AND CERTAIN TERMS OF COLLABORATIONS**     3.1 General Counsel Collaboration. The Parties agree to collaborate during the GCTerm for provision to the global health care industry of certain cross-industry BDP contentdeveloped by or on behalf of CEB and offered by CEB through the General Counsel Roundtable inaccordance with the terms and conditions of this Agreement (the “General CounselCollaboration”). CEB has informed ABCO that CEB will be providing the General CounselMaterials and any other BDP content to ABCO for the purposes of the General Counsel Collaboration,in each case subject to the terms and conditions of this Agreement, as an extension of theso-called “CEB Network,” and CEB hereby represents and warrants to ABCO that CEB’s provision ofGeneral Counsel Materials and any other BDP content for these
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purposes does not in any way impose on ABCO any right, obligation, limitation or otherwisethat is not expressly provided in this Agreement or affect any of ABCO’s rights or obligationsprovided in this Agreement with respect to the General Counsel Materials.          (a) Term of General Counsel Collaboration. Unless sooner terminated or extended inaccordance with the terms and conditions of this Agreement, the term of the General CounselCollaboration will commence on the Effective Date and will continue through February 5, 2010 (the“GC Initial Term”). ABCO will have the right, exercisable upon written notice to CEB givenat least thirty (30) days prior to the expiration of the GC Initial Term, or any subsequent GCExtended Term, to extend the term of the General Counsel Collaboration through February 5, 2012 andthereafter for subsequent two-year renewal terms (such extension period(s), the “GC ExtendedTerm,” and together with the GC Initial Term, the “GC Term”).          (b) Grant by CEB to ABCO of Certain Rights. Subject to the terms and conditions ofthis Agreement, CEB hereby grants to ABCO a nonexclusive, worldwide license to reproduce, preparederivative works based on (subject to Section 3.1(h)), and distribute in accordance withthe remainder of this Section 3.1(b), all materials developed by or on behalf of CEB inconnection with the General Counsel Roundtable as part of ABCO’s own BDP membership program toserve general counsels and/or legal departments of Health Care Provider Companies (the “ABCOGeneral Counsel Offering”). Such materials developed by or on behalf of CEB include, but arenot limited to, the following: research studies, briefings, watches; meeting/on-site presentationsand scripts; tools, templates, and benchmarks; and all General Counsel Roundtable program materialsposted on CEB’s General Counsel Roundtable website (the latter of which shall be provided throughdirect access by the relevant Project Manager to the General Counsel Roundtable website) (all suchmaterials collectively, the “General Counsel Materials”). ABCO in its sole discretion willbe entitled to distribute the General Counsel Materials as part of the ABCO General CounselOffering, subject to payment of license fees in accordance with Section 3.1(d), on a“private label basis” (i.e., under ABCO’s own trademarks, service marks and brands), andsubject to the attribution obligation set forth in Section 3.1(e). Membership of the ABCOGeneral Counsel Offering that includes access to the General Counsel Materials licensed by ABCOfrom CEB pursuant to this Agreement will be an “ABCO General Counsel Membership.”Notwithstanding anything to the contrary in this Agreement, ABCO will not be permitted to grant toany Entity with an ABCO General Counsel Membership rights to the General Counsel Materials offeredby ABCO in connection with the ABCO General Counsel Offering that are greater or more permissivethan the rights ABCO grants in the ordinary course of its business to members of its other BDPprograms with respect to materials prepared by ABCO, including rights with respect to theconfidentiality, reproduction, and use of such materials.          (c) Dialogue and Training. CEB will provide to ABCO up to 40 hours of time percalendar quarter during the GC Term at mutually agreeable times for dialogue with ABCO staff aboutresearch topics and to train ABCO sales and service teams on matters concerning the General CounselRoundtable, the General Counsel Materials licensed by ABCO from CEB in connection with the GeneralCounsel Collaboration, and the ABCO General Counsel Offering. CEB will also make available to ABCOon a limited basis during the GC Term appropriate researchers of its General Counsel Roundtable tofield specific questions
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concerning the research supporting the General Counsel Materials that are posed to ABCO by Entitieswith ABCO General Counsel Memberships.          (d) License Fees. (i) During the GC Term, ABCO will pay to CEB, as a license fee forthe General Counsel Materials, [***] for each twelve (12) month ABCO General Counsel Membership(the “GC License Fee”), with such license fee being (A) prorated for each ABCO GeneralCounsel Membership that is shorter than twelve (12) full calendar months and (B) subject toadjustment in accordance with Section 3.1(d)(ii).               (ii) If the [***] from the [***]. [***]. Notwithstanding the foregoing, [***]. Forexample, if [***] in a year [***].          (e) Attribution on Certain General Counsel Materials. ABCO will include the followinglanguage in the lower left corner of each one-page publication or of each two-page spread of eachmulti-page publication distributed by ABCO pursuant to Section 3.1(b): “Provided by TheAdvisory Board Company by special arrangement with the General Counsel Roundtable.” If aparticular General Counsel Material (e.g., a meeting speech) will be distributed by ABCOonly orally (i.e., without such General Counsel Material also being distributed by ABCO inwriting in either printed or electronic form (in which such case the attribution described in theimmediately preceding sentence will be included in such writing) to the same audience), ABCO willeither (i) state orally during the distribution of that General Counsel Material (e.g.,during the oral presentation of the meeting speech) or (ii) include a notation on the agenda or anyother announcement or notification of such distribution (e.g., an agenda for a conferenceduring which such speech will be delivered), if there is one, that all or a portion of the contentbeing presented, as the case may be, “is being provided by The Advisory Board Company by specialarrangement with the General Counsel Roundtable.” If a particular General Counsel Material will bedistributed in a manner or through a medium that is not contemplated by either of the twoimmediately preceding sentences, ABCO will attribute the General Counsel Material in a manner thatis as consistent with foregoing as is reasonably practicable in the circumstances (i.e.,communicate that the General Counsel Material is being “provided by The Advisory Board Company byspecial arrangement with the General Counsel Roundtable” in a manner that is similarly conspicuousas those described in the first two sentences of this Section 3.1(e), in each case to theextent reasonably practicable in the circumstances). No further acknowledgments will be required.          (f) ABCO General Counsel Offering Pilot Program. During the GC Initial Term, ABCOwill pilot an ABCO General Counsel Offering for new product development research purposes bymarketing the ABCO General Counsel Offering to an alpha cohort of some of the larger health systemsin the United States (generally health systems with operating expenses of $1 billion or greater) asidentified by ABCO in its sole discretion. Throughout the pilot period, which may be shorter thanthe GC Initial Term, ABCO will evaluate the success of the pilot, along with information from itsother new product development efforts, and determine in its sole discretion whether to launch theABCO General Counsel Offering into a broader market.          (g) Relationship with Members of the ABCO General Counsel Offering. During and afterthe expiration of the GC Term, ABCO will “own” the relationship (i.e., have
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the responsibility for selling to, servicing and renewing prospective and actual members) and havesole direct contract privity with members of the ABCO General Counsel Offering as such relationshiprelates to the ABCO General Counsel Offering.          (h) Derivative Works. ABCO’s right to prepare derivative works under Section3.1(b) shall be subject to the following: (i) ABCO may add summary graphics to any GeneralCounsel Material; (ii) ABCO may modify a particular case study included in a particular GeneralCounsel Material only upon obtaining the prior written consent of CEB, which consent shall begranted or denied in CEB’s sole discretion; (iii) ABCO shall maintain and shall not otherwisechange CEB’s editorial conclusions contained in a particular General Counsel Material in anyderivative of that General Counsel Material; (iv) ABCO may remove one or more case studies from anyGeneral Counsel Material that includes more than one case study; (v) ABCO may include one or moreadditional case studies in any General Counsel Material; and (iv) ABCO shall follow any writteninstructions provided in advance by CEB concerning the use of a specific General Counsel Material,provided that both CEB is required to adhere to the same instructions in its use of the GeneralCounsel Material and CEB’s failure to adhere to the written instructions in any material respectcould reasonably cause CEB to violate or breach an obligation of CEB to a Third Party. ABCO ingood faith shall consider issues that a member of a CEB Covered Service has or will reasonablylikely have a particular sensitivity to the preparation, or a particular manner of distribution oruse, of one or more types of derivative works of a General Counsel Material to which such membercontributed.          (i) Possible Post-GC Term Obligation. The Parties hereby agree that, in the event theNon-Compete Period expires or is terminated prior to the expiration or termination of the GC Term(other than on account of a termination of this Agreement by ABCO pursuant to Section5.1(a)), during the one-year period following the expiration or termination of the GC Term, theABCO General Counsel Offering (as defined herein) shall also satisfy the standards set forth in thedefinition of Industry Covered Service.     3.2 Employer Health Collaboration. The Parties agree to collaborate during the EHTerm for provision of certain BDP content developed by or on behalf of ABCO and offered by ABCOthrough its health care BDP service offerings (“Health Care Programs”) to Entities that arenot Health-Related Companies (the “Employer Health Collaboration”) in accordance with theterms and conditions of this Agreement.          (a) Term of Employer Health Collaboration. Unless sooner terminated or extended inaccordance with the terms and conditions of this Agreement, the term of the Employer HealthCollaboration will commence on the Effective Date and will continue through February 5, 2010 (the“EH Initial Term”). CEB will have the right, exercisable upon written notice to ABCO givenat least thirty (30) days prior to the expiration of the EH Initial Term or any subsequent EHExtended Term, to extend the term of the Employer Health Collaboration through February 5, 2012 andthereafter for subsequent two-year renewal terms (such extension period(s), the “EH ExtendedTerm,” and together with the EH Initial Term, the “EH Term”).
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          (b) Grant by ABCO to CEB of Certain Rights. Subject to the terms and conditions ofthis Agreement, ABCO hereby grants to CEB a nonexclusive, worldwide license to reproduce, preparederivative works based on (subject to Section 3.2(h)), and distribute certain written BDPresearch studies and certain written meeting speeches developed by or on behalf of ABCO inconnection with its Health Care Programs in accordance with the remainder of this Section3.2(b) and that are selected by CEB pursuant to the immediately succeeding sentence for CEB aspart of CEB’s own BDP membership program to serve human resources departments of Entities that arenot Health-Related Companies (the “CEB Employer Health Offering”). CEB will be permittedto select by written notice to ABCO the BDP research studies and meeting speeches to be licensedpursuant to the Employer Health Collaboration from all research studies and meeting speeches thathave been developed by or on behalf of ABCO in connection with its Health Care Programs (thosematerials selected by CEB pursuant to this sentence collectively, the “Employer HealthMaterials”). CEB in its sole discretion will be entitled to distribute the Employer HealthMaterials as part of the CEB Employer Health Offering, subject to payment of license fees inaccordance with Section 3.2(d), on a “private label basis” (i.e., under CEB’s owntrademarks, service marks and brands), and subject to the attribution obligation set forth inSection 3.2(e). Membership of the CEB Employer Health Offering that includes EmployerHealth Materials licensed by CEB from ABCO pursuant to this Agreement, will be a “CEB EmployerHealth Membership.” Notwithstanding anything to the contrary in this Agreement, CEB will notbe permitted to grant to any Entity with a CEB Employer Health Membership rights to the EmployerHealth Materials offered by CEB in connection therewith that are greater or more permissive thanthe rights CEB grants in the ordinary course of its business to members of its other BDP programswith respect to materials prepared by CEB, including with respect to the confidentiality,reproduction and use of such materials.          (c) Dialogue and Training. ABCO will provide to CEB up to 40 hours of time percalendar quarter during the EH Term at mutually agreeable times for dialogue with CEB staff aboutresearch topics and to train CEB sales and service teams on matters concerning its Health CarePrograms, the Employer Health Materials, and the CEB Employer Health Offering. ABCO will also makeavailable to CEB on a limited basis during the EH Term appropriate researchers of its EmployerHealth Materials to field specific questions concerning the research supporting the EmployerMaterials that are posed to CEB by Entities with a CEB Employer Health Membership.          (d) License Fees. The license fee payable by CEB to ABCO for Employer HealthMaterials will be negotiated in good faith and agreed upon in writing by the Parties on anindividual basis (i.e., on an Employer Health Material-by-Employer Health Material basis).          (e) Attribution of Employer Health Materials. CEB will include the following languagein the lower left corner of each one-page publication or of each two-page spread of each multi-pagepublication distributed by CEB pursuant to Section 3.2(b): “Provided by The CorporateExecutive Board Company by special arrangement with The Advisory Board Company.” If a particularEmployer Health Material (e.g., a meeting speech) will be distributed by CEB only orally(i.e., without such Employer Health Material also being distributed by CEB in writing ineither printed or electronic form (in which such case the attribution described in the immediatelypreceding sentence will be included in such writing) to the same audience), CEB will either (i)state orally during the distribution of that Employer Health Material (e.g., during
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the oral presentation of the meeting speech) or (ii) include a notation on the agenda or any otherannouncement or notification of such distribution (e.g., an agenda for a conference duringwhich such speech will be delivered), if there is one, that all or a portion of the content beingpresented, as the case may be, “is being provided by The Corporate Executive Board Company byspecial arrangement with The Advisory Board Company.” If a particular Employer Health Materialwill be distributed in a manner or through a medium that is not contemplated by either of the twoimmediately preceding sentences, CEB will attribute the Employer Health Material in a manner thatis as consistent with foregoing as is reasonably practicable in the circumstances (i.e.,communicate that the Employer Health Material is being “provided by The Corporate Executive BoardCompany by special arrangement with The Advisory Board Company” in a manner that is similarlyconspicuous as those described in the first two sentences of this Section 3.2(e), in eachcase to the extent reasonably practicable in the circumstances). No further acknowledgments willbe required.          (f) Initial Employer Health Material. CEB hereby agrees to license from ABCO anddistribute to Entities with CEB Employer Health Memberships and/or members of CEB’s existing BDPresearch programs at least one Employer Health Material on the [***] in 2007, and the Partieshereby agree that the license fee payable by CEB to ABCO for such Employer Health Material will benegotiated in good faith and agreed upon in writing by the Parties.          (g) Relationship with Members of the CEB Employer Health Offering. During and afterthe expiration of the EH Term, CEB will “own” the relationship (i.e., have theresponsibility for selling to, servicing and renewing prospective and actual members) and have soledirect contract privity with members of the CEB Employer Health Offering as such relationshiprelates to the CEB Employer Health Offering.          (h) Derivative Works. CEB’s right to prepare derivative works under Section3.2(b) shall be subject to the following: (i) CEB may add summary graphics to any EmployerHealth Material; (ii) CEB may modify a particular case study included in a particular EmployerHealth Material only upon obtaining the prior written consent of ABCO, which consent shall begranted or denied in ABCO’s sole discretion; (iii) CEB shall maintain and shall not otherwisechange ABCO’s editorial conclusions contained in a particular Employer Health Material in anyderivative of that Employer Health Material; (iv) CEB may remove one or more case studies from anyEmployer Health Material that includes more than one case study; (v) CEB may include one or moreadditional case studies in any Employer Health Material; and (iv) CEB will follow any writteninstructions provided in advance by ABCO concerning the use of a specific Employer Health Material,provided that both ABCO is required to adhere to the same instructions in its use of the EmployerHealth Material and ABCO’s failure to adhere to the written instructions in any material respectcould reasonably cause ABCO to violate or breach an obligation of ABCO to a Third Party. CEB ingood faith will consider issues that a member of an ABCO Covered Service has or will reasonablylikely have a particular sensitivity to the preparation, or a particular manner of distribution oruse, of one or more types of derivative works of an Employer Health Material to which such membercontributed.     3.3 New Product Collaboration. In addition to the other Collaborations, the Partiesagree to collaborate during the NP Term to develop new BDP research programs focused on
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particular industries (“New Product Collaboration”). The Parties acknowledge and agreethat the New Product Collaboration is intended to further (a) ABCO’s goal of launching BDP researchprograms in the New ABCO Industries and (b) CEB’s goal of launching BDP research programs in one ormore of the New CEB Industries.          (a) Term of the New Product Collaboration. Unless sooner terminated in accordancewith the terms and conditions of this Agreement, the term of the New Product Collaboration willcommence on the Effective Date and continue through February 5, 2010 (the “Initial NPTerm”). The Initial NP Term may be extended through February 5, 2012 upon the mutual writtenagreement of the Parties entered into prior to the expiration of the Initial NP Term (suchextension period, the “NP Extended Term,” and together with the NP Initial Term, the“NP Term”).          (b) Provision of Information by CEB to ABCO. CEB will make available to ABCO thefollowing to help reduce the amount of time it would otherwise take ABCO to enter, and the cost ofABCO’s entry into, the New ABCO Industries:               (i) industry knowledge of Entities in a New ABCO Industry based on existing andthen-existing CEB relationships and research; and               (ii) insight into and feedback on BDP research programs, products and services that maybe more compelling for (i.e., more marketable or of greater particular interest to)Entities in a New ABCO Industry than for Health-Related Companies.          (c) Provision of Information by ABCO to CEB. ABCO will make available to CEB thefollowing to help reduce the amount of time it would otherwise take CEB to enter, and the cost ofCEB’s entry into, the New CEB Industries:               (i) insight into and feedback on marketing strategy for deep penetration of aparticular industry or “vertical,” such as a New CEB Industry, based on ABCO’s experience inthe health care “vertical” with Health-Related Companies;               (ii) information on product strategy for a “vertical” based on ABCO’s experience in thehealth care “vertical” with Health-Related Companies; and               (iii) insight into and feedback on BDP programs, products and services that may be morecompelling for (i.e., more marketable or of greater particular interest to) membersin a deep “vertical,” such as a New CEB Industry, as opposed to a more functional program,product or service that could apply across several “verticals” or New CEB Industries.     3.4 Enhancement Collaboration. The Parties agree to collaborate during the EC Term toenhance each Party’s ability to service its respective members of its BDP research programs,thereby increasing such members’ access to information and reducing each Party’s costs to serve itsmembers, with the goal of providing better, more accessible and more economical programs, productsand services to each Party’s members (the “Enhancement Collaboration”).
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          (a) Term of Enhancement Collaboration. Unless sooner terminated in accordance withthe terms and conditions of this Agreement, the term of the Enhancement Collaboration will commenceon the Effective Date and continue through February 5, 2010 (the “Initial EC Term”). TheInitial EC Term may be extended through February 5, 2012 upon the mutual written agreement of theParties entered into prior to the expiration of the Initial EC Term (such extension period, the“EC Extended Term,” and together with the EC Initial Term, the “EC Term”).          (b) Enhancement Collaboration Obligations. In connection with the EnhancementCollaboration, each Party will during the EC Term:               (i) share with the other Party, through their respective Project Manager(s) and/orother designated persons at regular meetings, (x) such Party’s knowledge acquired throughits experiences serving members of its Covered Services, and (y) information concerning suchParty’s internal processes and practices concerning research production and servicingmembers of its Covered Services. The specific subject areas on which a Party will beobligated to share knowledge and information pursuant to this Section 3.4(b)(i)include the following:(A) account management (including, but not limited to, incentive plans andemployee training materials);(B) new product development and innovation of new and enhanced Covered Services(including, but not limited to, the process of launching and generating ideas fornew or enhanced Covered Services);(C) development and design of BDP research membership websites;(D) syndicated research agenda setting (including, but not limited to, employeetraining materials); (E) sales process and management (including, but not limited to, employeeincentive plans, process and practices relating to the allocation of territories andsales training materials);(F) knowledge management technology (including, but not limited to, CRM systemsand BDP research content terrain maps);(G) human resource management and recruiting (including, but not limited to,recruiting plans and salary benchmarks); and(H) information technology (including, but not limited to, architectureroadmaps);               (ii) brainstorm and investigate with the other Party, through their respective ProjectManager(s) and/or other designated persons at regular meetings, the possibility ofcollaborating on projects to serve members of their respective Covered
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Services better and/or to increase efficiencies of internal operations (e.g.,knowledge management technology); and               (iii) provide, to a mutually agreeable individual employed by the other Party, accessto websites it provides to members as part of the Covered Services for no fewer than five(5) separate BDP research programs across no fewer than three (3) separate practice areas(for the sole purpose of idea generation as to ways to use websites as a medium to deliverinformation and materials and to serve members of Covered Services). It is understood bythe Parties that this website access will be in addition to any website access provided aspart of the Parties’ obligations in sections 3.1, 3.2 and 3.3.For the avoidance of doubt, the Parties hereby acknowledge and agree that a Party is permitted touse knowledge and information acquired from the other Party (including from the other Party’sProject Manager(s) and/or other designated persons) in connection with Sections 3.4(b)(i)through (iii) for the sole purpose of generating ideas on how a Party can, and implementingany of those ideas to, enhance its ability to serve members of its BDP research programs(i.e., achieve the stated purpose of the Enhancement Collaboration), except that theforegoing does not permit a Party to use any BDP research content (i.e., the types ofmaterials described in the second sentences of Section 3.1(b) and 3.2(b)) of theother Party disclosed to or accessed by a Party in connection with Sections 3.4(b)(i)through (iii).**4. CERTAIN OTHER OBLIGATIONS OF THE PARTIES**     4.1 Project Managers. (a) Within 30 days after the execution and delivery of thisAgreement by the Parties, each Party will identify to the other Party one or more full-timeemployees of such Party (each such employee, a “Project Manager”) who will, during theTerm, dedicate a significant portion of his/her time and attention to furthering the purposes ofthe Collaborations then in effect (i.e., whose Term has not yet expired or beenterminated), including by meeting and conferring regularly with the other Party’s applicableProject Manager(s), and each Party will designate promptly replacement Project Manager(s) in theevent previously designated Project Manager(s) no longer serves in such capacity. Each Party maymake recommendations to the other Party as to who should be designated as the other Party’s ProjectManager(s), and the designating Party will consider any such recommendations, although a Party maydesignate its Project Manager(s) in its sole discretion. Each Party acknowledges that it is in theinterests of both Parties that the Project Managers perform in a manner that is reasonablysatisfactory to both Parties and that the Project Managers’ relationship to each other, as well asthe particular skills and position of each Project Manager, should be of the type that furthers thepurposes of the Collaborations.          (b) During the Term, the Parties will cause their Project Manager(s) to (i) schedule inadvance and attend meetings with the other Party’s Project Manager(s) held no lessfrequently than bi-monthly during each calendar year during the Term at mutually agreeablelocations and times and (ii) discuss with the other Party’s Project Manager(s) and agreeupon in advance a substantive agenda for each such meeting that includes, among otherthings, discussion regarding the implementation and development
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of the Collaborations then still in effect. Other relevant individuals will beincluded in these meetings depending upon the topic of discussion.          (c) In addition to the foregoing:               (i) each Party’s Project Manager for the General Counsel Collaboration will serve asthe principal contact person for the other Party with respect to the management andadministration of the General Counsel Collaboration. During the GC Term, the Parties willalso, through the Project Managers and/or other designated persons, discuss other areaswhere ABCO might license BDP research content unrelated to the General Counsel Roundtablefrom CEB with terms and conditions of any such license being set forth in writing in aseparate agreement between the Parties or an addendum to this Agreement;               (ii) each Party’s Project Manager for the Employer Health Collaboration will serve asthe principal contact person for the other Party with respect to the management andadministration of the Employer Health Collaboration. During the EH Term, the Parties willalso, through the Project Managers and/or other designated persons, discuss other areaswhere CEB might license BDP research content unrelated to Employer Health Materials fromABCO with terms and conditions of any such license being set forth in writing in a separateagreement between the Parties or an addendum to this Agreement;               (iii) each Party’s Project Manager(s) for the New Product Collaboration and theEnhancement Collaboration will serve as the principal contact person for the other Partywith respect to the management and administration of the New Product Collaboration and theEnhancement Collaboration, respectively; and               (iv) each Party’s Project Manager(s) may serve as the Project Manager(s) for one ormore of the Collaborations.     4.2 Policies and Procedures; Implementation. The Parties in good faith will useCommercially Reasonable Efforts to develop, within the 30 days after the execution and delivery ofthis Agreement, mutually agreeable written policies and procedures to implement the transactionscontemplated by this Agreement, including, but not limited to, with respect to (a) timing ofpayment of fees payable by one Party to the other, (b) the medium on which General CounselMaterials and/or Employer Health Materials will be provided to the other Party for modification,reproduction and distribution to members of the ABCO General Counsel Offering and/or the CEBEmployer Health Offering, as applicable, (c) the designation and selection by CEB of EmployerHealth Materials to be included as part of the CEB Employer Health Offering, and (d) the exchangeof only such Confidential Information that is reasonably necessary to further the purposes of theCollaborations.     4.3 Certain Intellectual Property Rights. (a) General. Notwithstandinganything to the contrary in this Agreement, (i) ABCO retains all right, title, and interest in andto the Employer Health Materials, including any modifications it makes thereto, and anyintellectual property associated therewith, (ii) CEB retains all right, title, and interest in andto the General
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Counsel Materials, including any modifications it makes thereto, and any intellectual propertyassociated therewith, (iii) ABCO retains all right, title and interest in and to any modificationsit may make to the General Counsel Materials and any intellectual property associated therewith,(iv) CEB retains all right, title and interest in and to any modifications it may make to theEmployer Health Materials and any intellectual property associated therewith; (v) ABCO retains allright, title and interest in and to any of ABCO’s BDP research content that may be disclosed to oraccessed by CEB in connection with Sections 3.4(b)(i) through (iii), including anymodifications ABCO makes thereto, and any intellectual property associated therewith; and (vi) CEBretains all right, title and interest in and to any of CEB’s BDP research content that may bedisclosed to or accessed by ABCO in connection with Sections 3.4(b)(i) through(iii), including any modifications CEB makes thereto, and any intellectual propertyassociated therewith.          (b) Jointly-Developed Property. The Parties acknowledge that, through theCollaborations, it is possible that the Parties may jointly develop programs, products, services,and other commercially valuable materials and/or intellectual property (“Jointly DevelopedProperty”). The Parties will use Commercially Reasonable Efforts to negotiate, in good faith,terms and procedures regarding the use of Jointly Developed Property. These terms and procedureswill include, but not be limited to, (i) which Party would have the right to commercializeparticular Jointly Developed Property, (ii) the terms upon which a Party would be permitted tocommercialize particular Jointly Developed Property, (iii) how the Parties would share, if at all,the costs of and revenues derived from Jointly Developed Property, and (iv) other mattersconcerning the ownership of the Jointly Developed Property. The Parties further acknowledge andagree that, unless and until the terms and procedures are agreed upon in accordance herewith forany program, product or service, ownership of and rights in any such program, product or servicewill be determined as a matter of applicable law, and if the work is protected by copyright, jointowners will each have unrestricted rights to reproduce, modify, distribute, perform and display thework and will be obligated to share proportionately with the other Party any profits that mayresult from exercise of these rights.     4.4 Agreement Not to Compete. (a) In order to allow for the Collaborationscontemplated by this Agreement, the Parties agree not to compete with the other Party for theprovision of Covered Services for the Non-Compete Period, as follows:               (i) ABCO is permitted to sell or otherwise provide, directly or indirectly through anAffiliate (as defined in Section 4.4(c)), only Industry Covered Services to Entitiesin a New ABCO Industry;               (ii) ABCO is permitted to sell or otherwise provide, directly or indirectly through anAffiliate, only Industry Covered Services to Other Health Care Companies;               (iii) Notwithstanding the foregoing, ABCO is permitted to sell or otherwise provide,directly or indirectly through an Affiliate, Covered Services to Health Care ProviderCompanies;               (iv) ABCO is not permitted to sell or otherwise provide, directly or indirectly throughan Affiliate, Covered Services to Entities principally engaged in a New
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CEB Industry other than local, state or federal government entities that govern (A) HealthCare Provider Companies, (B) Other Health Care Companies or (C) Entities in a New ABCOIndustry;               (v) CEB is permitted to sell or otherwise provide, directly or indirectly through anAffiliate, only Cross-Industry Covered Services to Entities in a New ABCO Industry;               (vi) CEB is permitted to sell or otherwise provide, directly or indirectly through anAffiliate, only Cross-Industry Covered Services to Other Health Care Companies;               (vii) CEB is not permitted to sell or otherwise provide, directly or indirectly throughan Affiliate, Covered Services to Health Care Provider Companies; and               (viii) Notwithstanding the foregoing, (A) CEB is permitted to sell or otherwiseprovide, directly or indirectly through an Affiliate, Covered Services to Entities in a NewCEB Industry and (B) CEB is permitted to continue to renew unexpired Covered Services, asthe case may be, of each Entity listed on Schedule 4.4 solely for those CoveredServices attributed to such Entity on Schedule 4.4. CEB has informed ABCO that eachEntity listed on Schedule 4.4 has continued to renew its Covered Service attributedto such Entity on Schedule 4.4 since February 23, 1999 (i.e., each CoveredService attributed to such Entity was renewed prior to its expiration). By no later thanFebruary 15 of each calendar year during the Non-Compete Period, the chief executive officerof CEB shall certify to ABCO in writing whether an Entity listed on Schedule 4.4renewed its Covered Service attributed to such Entity on Schedule 4.4 prior to theexpiration of such Covered Service, and, in the event such Covered Service was not renewedprior to its expiration, Schedule 4.4 will automatically and without any furtheraction by either Party be deemed amended to reflect such non-renewal effective upon theexpiration of such Covered Service.          (b) For the avoidance of doubt and given that the Collaborations contemplated by thisAgreement are aimed at enhancing and launching Covered Services, the programs, products andservices to be covered by this Section 4.4 will apply only to Covered Services and not toany other services such as installation support, data, software, business intelligence, training,and development (e.g., services offered by H*Works, Advisory Board Compass Programs,Advisory Board Academies Programs and OptiLink).          (c) For purposes of this Section 4.4, (i) an “Affiliate” of another Entity isan Entity that directly or indirectly, through one or more intermediaries, “controls,” or is“controlled by,” or is “under common control with,” such Entity and (ii) “control” (including theterms “controlling,” “controlled by” and “under common control with”) means the possession, director indirect, of the power to direct or cause the direction of the management and policies of anEntity, whether through the ownership of voting securities, by contract or otherwise.
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     4.5 Non-solicitation. The Parties hereby agree that, for the period commencing on theEffective Date and continuing through the first anniversary of the last day of the Term, neitherParty will, without the prior written consent of the other Party, recruit or employ any person whois at the time of such recruitment an employee or independent contractor of the other Party or whowas employed by or an independent contractor of the other Party or its subsidiaries at any timeduring the 24-month period preceding the date of such recruitment or employment, unless the otherParty’s chief executive officer consents to such recruitment or employment, which consent will notbe unreasonably withheld or delayed.     4.6 Confidentiality and Publicity. (a) Maintaining Confidentiality ofConfidential Information. The Parties hereby acknowledge and agree that each Party may havereceived or may receive during the Term, whether as provided for in this Agreement or otherwise (insuch event, each of ABCO and CEB, as the case may be, together with their respectiveRepresentatives, is a “Recipient”), Confidential Information belonging to the other Party(the “Disclosing Party”). The Parties hereby acknowledge and agree that each Party retainsall right, title and interest in and to its Confidential Information, and any intellectual propertyassociated therewith. The Recipient may not use the Disclosing Party’s Confidential Informationfor any purpose other than as expressly permitted by this Agreement or to perform Recipient’sobligations under this Agreement. Each Party will hold all such Confidential Information in thestrictest confidence as a fiduciary and may not voluntarily sell, transfer, publish, disclose,display, or otherwise make available such Confidential Information to any Third Party without theprior written consent of the Disclosing Party other than to the Recipient’s (i) directors,officers, employees (including the Project Manager(s)), and advisors (e.g., legal,accounting and other professional advisors) who reasonably need to have access to such ConfidentialInformation or (ii) contractors or other agents who reasonably need to have access to ConfidentialInformation for the purposes of this Agreement and who also execute in advance a writing to abideby confidentiality provisions substantially similar to the confidentiality provisions of thisAgreement and that provides that the Disclosing Party is a Third Party beneficiary of suchcontractor or other agent’s agreement to abide by such confidentiality agreement (the Entitiesreferred to in clause (i) or (ii) in this sentence, a Party’s “Representatives”). Withoutlimiting the foregoing, each Party will protect, and will cause their respective Representatives(and former Representatives) to protect, the confidentiality of each other Party’s ConfidentialInformation, implement measures to prevent its unauthorized dissemination, and exercise the samedegree of care and urgency to protect the confidentiality of all such information as exercised toprotect its most confidential business information, but in no event less than a reasonable degreeof care.          (b) Disclosure of Confidential Information. Notwithstanding anything to the contraryin Section 4.6(a), each Party may disclose Confidential Information to the extent that suchdisclosure is:               (i) made in response to a valid order of a court or other tribunal of competentjurisdiction, provided, however, that (a) the Recipient will first havegiven notice to the Disclosing Party and given the Disclosing Party a reasonable opportunityto quash such order and/or to obtain a protective order requiring that the ConfidentialInformation that is the subject of such order or administrative or judicial process be heldin confidence by such court or agency or, if disclosed, be used only for the purposes for
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which the order was issued, (b) the Recipient and the applicable Representatives agreenot to oppose any action by the Disclosing Party to obtain an order to quash or a protectiveorder or other appropriate remedy and cooperate fully with the Disclosing Party inconnection therewith, and (c) in the event that no such order to quash or protective orderor other remedy is obtained, the Recipient and its Representatives will furnish only thatportion of the Confidential Information that Recipient is advised by outside counsel islegally required and exercise their Commercially Reasonable Efforts to obtain reliableassurance that confidential treatment will be accorded such Confidential Information;               (ii) otherwise required by applicable law (subject to providing prior writtennotification to the Disclosing Party and allowing sufficient time for the Disclosing Partyto seek confidential treatment where available);               (iii) otherwise required by applicable securities laws, provided that such Party willprovide the other Party with a written copy of all proposed filings, registrations, ornotifications within such time frame as to allow for a reasonably sufficient time for reviewand comment by the other Party prior to the submission of such proposed filing,registration, or notification. The other Party will cooperate with such filing,registration, or notification and will execute all documents reasonably required inconnection therewith. To the extent permitted by applicable law, the Parties will requestconfidential treatment of sensitive provisions of this Agreement. The Parties will promptlyinform each other as to the activities or inquiries of any governmental entity relating tothis Agreement and will cooperate to respond to any request for further informationtherefrom; and               (iv) made pursuant to and in accordance with Sections 3.1(b) or 3.2(b).          (c) Remedies for Improper Disclosures. Each Party acknowledges that a DisclosingParty will not have an adequate remedy in the event that the Recipient or any of itsRepresentatives (or former Representatives) breaches or threatens to breach the provisions of thisSection 4.6, and that the Disclosing Party will likely suffer irreparable damage and injuryin such event. Each Party agrees that a Disclosing Party, in addition to any other availablerights and remedies under law and in equity, will be entitled to an injunction restrictingRecipient or any of its Representatives from committing or continuing any violation of theprovisions of this Section without any need to secure or post any bond in connection therewith.          (d) Treatment of Confidential Information upon Termination or Expiration. Upon thetermination or expiration of this Agreement for any reason in accordance with the terms andconditions of this Agreement, upon written request, Recipient and its Representatives agree, attheir own expense, to return promptly, within ten (10) business days from receipt of such notice,all Confidential Information to the Disclosing Party, and, except as contemplated by Sections3.1(b) or 3.2(b), no copies, extracts or other reproductions (whether written, oral,electronic, visual, or otherwise) of the Confidential Information will be retained by Recipient orits Representatives, it being acknowledged and agreed by the Parties that portions of ConfidentialInformation that are in electronic or similar form or that consist solely of analyses,compilations, forecasts, studies, summaries, notes, data, or other documents or materials preparedby Recipient
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or its Representatives may be erased or destroyed by Recipient in lieu of being returned to theDisclosing Party, in which event one of its authorized officers will provide certification thatsuch materials have in fact been so erased or destroyed within ten (10) business days of thereceipt of the written request to erase or destroy such materials.          (e) Publicity; Certain Communications. Except as otherwise contemplated by thisAgreement or as otherwise reasonably necessary to accomplish the purposes of this Agreement orcomply with applicable laws, including securities laws (in which case such disclosure would besubject to Section 4.6(b)(iii)), neither Party will issue any news release, publicannouncement, advertisement, or other form of publicity concerning the existence of this Agreementor the relationship between the Parties without obtaining prior written approval from the otherParty. In addition and except as contemplated by Sections 3.1(e), 3.2(e) or4.6(b)(i)-(iii), each Party will in good faith use its best efforts to prevent itsemployees and agents from referencing (orally, in writing or electronically) the Collaborations orthe licensing of materials from the other Party when selling, marketing or promoting BDP researchprograms, unless otherwise agreed upon by the Parties in writing.     4.7 Indemnification. Each Party will indemnify, defend, and hold harmless the otherParty and its Representatives from any and all claims, liabilities, and expenses arising out of itsor its Representatives’ bad faith or intentional misconduct in performing its obligations underthis Agreement or the breach of such Party’s representations and warranties made in this Agreement,except to the extent finally judicially determined to have resulted from the bad faith, intentionalmisconduct or breach by the Party seeking indemnification hereunder or its Representatives. Inaddition, CEB will indemnify, defend, and hold harmless ABCO, its Representatives and the Entitieswith ABCO General Counsel Memberships from any and all claims, liabilities, and expenses arisingfrom any infringement, misappropriation, or other violation of any patent, copyright, trademark,servicemark, trade secret right, or other intellectual property right of a Third Party that resultfrom ABCO’s exercise of any of the rights granted in Section 3.1(b), and ABCO willindemnify, defend, and hold harmless CEB, its Representatives and the Entities with CEB EmployerHealth Memberships from any and all claims, liabilities, and expenses arising from anyinfringement, misappropriation, or other violation of any patent, copyright, trademark,servicemark, trade secret right, or other intellectual property right of a Third Party that resultfrom CEB’s exercise of any of the rights granted in Section 3.2(b). The provisions of thisSection 4.7 will apply to the fullest extent of the law and will survive the Term.**5. MISCELLANEOUS**     5.1 Certain Termination Rights. (a) General. A Party may terminate thisAgreement if the other Party materially breaches any of the covenants, representations, warranties,or other terms of this Agreement or materially defaults in the performance of any of itsobligations hereunder and such breach or default is not cured within ninety (90) days after writtennotice thereof given by the non-breaching Party. Such notice of breach or default must clearlyspecify the nature of such breach or default.          (b) Effect of Termination. All rights, licenses, obligations, covenants and agreementsherein will terminate upon expiration or termination of this Agreement in accordance with the termshereof, provided, however, that (i) any rights granted by ABCO in accordance
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with Section 3.1(b) to Entities with an ABCO General Counsel Membership to use the GeneralCounsel Materials and any rights granted by CEB in accordance with Section 3.2(b) toEntities with a CEB Employer Health Membership to use Employer Health Materials will survive anyexpiration or termination of this Agreement, and (ii) the following provisions will survive anyexpiration or termination of this Agreement for the periods of time stated therein or indefinitelyif no shorter period is so specified: Sections2.1(c), 3.1(g), 3.2(g), 4.3 through 4.7,and 5.1(b) through 5.9. Any termination or expiration of this Agreement will not relieve theParties of any liability that accrued hereunder prior to such termination or expiration. Inaddition, any termination or expiration of this Agreement will not preclude any Party from pursuingall rights and remedies it may have hereunder or under applicable laws (including, but not limitedto, monetary damages, specific performance, and injunctive relief). The remedies provided hereinare not exclusive of other remedies available to a Party under applicable laws.     5.2 Assignment; Successors and Assigns. This Agreement will not be assignable byeither Party without the prior written consent of the other Party, it being acknowledged and agreedby the Parties that the sale of all or substantially all of a Party’s assets (provided such saleincludes this Agreement) to, or a merger, consolidation, share exchange or other similar businesscombination of a Party with, a Third Party will not constitute an assignment for purposes of thisSection 5.2 and no such written consent of the other Party will be required.Notwithstanding the preceding sentence, this Agreement will, in all events, be binding on eachParty’s successors and permitted assigns.     5.3 Notices. All notices, claims, demands, and other communications hereunder will bein writing and will be deemed given upon (a) confirmed delivery by a standard overnight carrier orwhen delivered by hand or (b) the expiration of three (3) business days after the day when mailedby registered or certified mail (postage prepaid, return receipt requested), addressed to therespective Parties at the following addresses (or such other address for a Party as will bespecified by like notice): On behalf of CEB: Chief Executive Officer  The Corporate Executive Board Company  2000 Pennsylvania Avenue, N.W.  Suite 6000  Washington, D.C. 20006  Facsimile: (202) 777-5100   On behalf of ABCO: Chief Executive Officer  The Advisory Board Company  2445 M Street, N.W.  Washington, D.C. 20037  Facsimile: (202) 266-5700     5.4 Severability. Each paragraph and provision of this Agreement is severable fromthe entire Agreement, and if any provision is declared invalid, the remaining provisions willnevertheless remain in effect, and the invalid provision will be deemed to be amended, but only tothe extent necessary to make the provision valid and enforceable consistent with the Parties’respective intentions as of the Effective Date.
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     5.5 Entire Agreement. This Agreement constitutes the entire agreement between theParties with respect to the subject matter hereof, and no amendment or modification of any of theterms and conditions of this Agreement will be valid unless in writing and executed by bothParties. Any prior oral or written agreements or understandings with respect to the subject matterhereof are not considered a part of this Agreement and are superseded hereby effective as of theEffective Date, including the Non-Competition Agreement, effective as of January 1, 1999, among theParties and David G. Bradley, as amended.     5.6 Governing Law. This Agreement will be governed by and construed in accordancewith the laws of the State of Delaware (excluding its choice of law rules).     5.7 Dispute Resolution. The Parties will endeavor to settle all disputes by amicablenegotiations. Any claim, dispute, disagreement or controversy that arises among the Parties(“Disputed Matter”) relating to this Agreement that is not amicably settled will bereferred to and settled by arbitration administered by the American Arbitration Association inaccordance with the Expedited Procedures of the Commercial Arbitration Rules of the AmericanArbitration Association (the “AAA Rules”) by a single arbitrator who is mutually agreeableto the Parties. If the Parties are unable to agree upon an arbitrator, one arbitrator will beselected in accordance with the AAA Rules. All proceedings in any such arbitration will beconducted in Washington, D.C. Each Party to such arbitration proceeding will bear its respectivecosts, fees and expenses in connection with such arbitration. Upon a final determination by thearbitrator with respect to the Disputed Matter, the arbitrator will notify the Parties (such noticebeing the “Arbitration Order”). Any judgment on the award rendered by the arbitrator maybe entered in any court having jurisdiction thereof. Jurisdiction of such arbitrator will beexclusive as to disputes among the Parties relating to this Agreement and each of the Parties agreethat this agreement to arbitrate will be specifically enforceable under the laws of the respectivedomiciliary jurisdictions of the Parties. Neither of the Parties will have the right to appeal theArbitration Order or otherwise to submit a dispute relating to this Agreement to a court of law.     5.8 Counterparts. This Agreement may be executed in counterparts, each of which willconstitute an original and all of which will be one and the same document.     5.9 Waiver. No delay or failure on the part of either Party in exercising any right,power, or privilege under this Agreement or under any other document furnished in connection withor pursuant to this Agreement will impair any such right, power, or privilege or be construed as awaiver of any default or any acquiescence therein. No single or partial exercise of any suchright, power, or privilege will preclude the further exercise of such right, power, or privilege.No waiver will be valid against either Party unless made in writing and signed by such Partyagainst whom enforcement of such waiver is sought and then only to the extent expressly specifiedtherein.**[Signature page follows.]**
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     IN WITNESS WHEREOF, the Parties, acting through their duly authorized officers, have executedand delivered this Agreement as of the Effective Date.      **THE ADVISORY BOARD COMPANY**