**Exhibit 10.28****EMPLOYER PROTECTION AGREEMENT**     This Employer Protection Agreement (“Agreement”) is made by and between The CorporateExecutive Board Company (including any and all affiliates) (the “Company”) and the employee namedbelow (the “Employee”).     The Company is engaged in the business of providing research and advisory services toindividual members in various industries, including without limitation such services asshort-answer or custom research on demand, multiple client or syndicated studies, benchmarking dataand databases and conferences, seminars, training and education.     The Company has offered employment or continued employment to Employee. During the course ofemployment, Employee will develop, at the Company’s expense, important relationships with membersand prospective members of the Company. Employee will also become aware of certain confidentialmethods, practices, information and procedures with which the Company conducts its business and ofcertain confidential information regarding the Company’s members and/or prospective members.Employee may also prepare studies and other written materials using the Company’s resources.     NOW THEREFORE, in consideration of the recitals above, initial and/or continued employment andother good and valuable consideration, the receipt and sufficiency of which are acknowledged, theparties agree as follows:     **1. ****Non-Solicitation of Members and Prospective Members****:**     (a) During Employee’s employment, and for a period of one (1) year following the Company’stermination of Employee’s employment for Cause or Employee’s voluntary resignation of employment,Employee agrees that Employee shall not, directly or indirectly, on behalf of himself or any otherperson or entity other than the Company, offer to provide or provide Company Services to anyCovered Person or induce or attempt to induce or otherwise counsel, advise, ask or encourage anyCovered Person to discontinue membership, elect not to renew membership, or elect not to commencemembership with the Company.     (b) For purposes of this Agreement, the following terms shall have the following meanings:     “Cause” shall mean the commission of an act of fraud, theft or dishonesty against the Companyor any of its members or prospective members and/or in the course of Employee’s duties for theCompany; conviction of or a plea of nolo contendere to any felony; conviction of or a plea of nolocontendere to any misdemeanor involving moral turpitude which might, as determined by the Companyin its sole discretion, cause embarrassment to the Company; tardiness or absenteeism;insubordination; violation of Company policy; or violation of any applicable laws, rules orregulations in connection with or during performance of work for the Company.     “Company Services” shall mean the provision of decision support, business advice andmanagement support by (aa) providing short-answer or custom research on demand, including withoutlimitation literature or database searches, telephone interviews, or other research of the same orsubstantially similar type as that provided by the Company; (bb) preparing published multipleclient or syndicated studies, without limitation studies of the same or substantially similar typeprovided by the Company; (cc) selling benchmarking data and databases of the same or substantiallysimilar type provided by the Company; (dd) providing to a membership organization conferences,seminars, training or education of the same or substantially similar type provided by the Company;(ee) providing decision or implementation support and related analytical tools of the same orsubstantially similar type provided by the Company; or (ff) providing any other services orproducts that the Company was providing during Employee’s employment, or that Employee learnedduring Employee’s employment that the Company planned to provide in the future.     “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’s voluntary resignationof 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 and the like. Employee herebyacknowledges the Company’s exclusive ownership of such confidential information. Employee may alsohave access to confidential information provided to the Company in confidence by its members,vendors or other third parties. At all times during and after Employee’s employment, Employeeagrees to maintain the confidentiality of confidential information belonging to the Company, and/orprovided to the Company by its members, vendors or other third parties in confidence, and to use ordisclose such information only as authorized by the Company or required 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 the Companyall of its and/or its members’ or vendors’ property, as well as any other property provided to theCompany by third parties in confidence, including without limitation all studies, reports, disks,membership data, membership lists, manuals, designs, recordings and any other medium by which,through which or on which Company, member or vendor property or other property provided to theCompany by third parties in confidence has been recorded or stored.     **5. ****Ownership of Intellectual Property****:**The Company will own (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 hereby irrevocably assignsall copyrights, patent rights, and other proprietary rights therein to the Company, and no furtheraction by Employee is required to grant ownership to the Company. Employee will assist inpreparing and executing documents, and will take any other steps requested by the Company, to vest,confirm or demonstrate its ownership rights, and Employee will not at any time contest the validityof such rights.     **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 with Employee’s performance of Employee’s duties for the Company or with Employee’scompliance with this Agreement.     **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****:**During the period that the Company’s executiveoffices are located in the District of Columbia, this Agreement shall be construed in accordancewith and governed by the laws of the District of Columbia, irrespective of the principles ofconflicts of law therein, and Employee and the Company agree to submit to the personal jurisdictionof the District of Columbia courts and the federal courts located in the District of Columbia forthe resolution of any disputes arising under or relating in any way to this Agreement. At andafter such time as the Company’s principal executive offices are relocated to Rosslyn, Virginia,this Agreement shall be construed in accordance with and governed by the laws of the Commonwealthof Virginia, irrespective of the principles of conflicts of laws therein, and Employee and theCompany agree to submit to the personal jurisdiction of the state and federal courts in theCommonwealth of Virginia for the resolution of any disputes arising under or relating in any way tothis 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 respectivesuccessors and assigns. Notwithstanding the foregoing, Employee shall not assign Employee’sobligations under this Agreement without the express written consent of the Company or itssuccessors and/or assigns.     IN WITNESS WHEREOF, the parties have executed this Agreement as of this                     day of                                        , 200_.     **EMPLOYEE** **THE CORPORATE EXECUTIVE BOARD COMPANY**        Print Name  Print Title        Signature