2012 Confidentiality, Non-Solicitation and Proprietary Information Agreement



 Exhibit 10.43 
 Confidentiality, Non-Solicitation and Proprietary Information Agreement 

(Senior Managing Director) 
 This Confidentiality, Non-Solicitation and Proprietary Information Agreement (the “Agreement”), is made as of the      day of
                    , 2012, between Evercore Partners Services East L.L.C. (the “Company”), and the employee signatory hereto (the
“Employee”). 
 R E C I T A L S: 

WHEREAS, Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates
(collectively, “Evercore”); 
 WHEREAS, Employee acknowledges that he/she will be provided with access to
sensitive, proprietary and confidential information of Evercore and will be provided with the opportunity to develop relationships with clients, prospective clients, employees and other agents of Evercore, which, in each case, Employee acknowledges
and agrees constitute valuable assets of Evercore; and 
 WHEREAS, Employee agrees to be subject to the restrictive covenants as
set forth in this Agreement. 
 NOW THEREFORE, for good and valuable consideration the parties agree as follows: 

1. Confidentiality. 
 (a) Employee will not at any time (whether during or after Employee’s employment with Evercore), other than in the ordinary course of performing services for Evercore, (x) retain or use for the
benefit, purposes or account of Employee or any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”); or (y) disclose, divulge,
reveal, communicate, share, transfer or provide access to any Person outside Evercore (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information obtained by Employee
in connection with the commencement of Employee’s employment with Evercore or at any time thereafter during the course of Employee’s employment with Evercore—including without limitation trade secrets, know-how, research and
development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners,
investors, personnel, compensation (excluding Employees’ own compensation), recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals—concerning the past, current or future business
activities and operations of Evercore and/or any third party that has disclosed or provided any of the same to Evercore on a confidential basis (provided that with respect to such third party, Employee knows or reasonably should have known that the
third party provided it to Evercore on a confidential basis) (“Confidential Information”) without the prior written authorization of the Chief Executive Officer of Evercore Partners Inc.; provided, however, that in any event
Employee shall be permitted to disclose any Confidential Information reasonably necessary (i) to perform Employee’s duties while employed with Evercore or (ii) in connection with any litigation or arbitration involving this or any
other agreement entered into between Employee and Evercore before, on or after the date of this Agreement in connection with any action or proceeding in respect thereof. 







 (b) “Confidential Information” shall not include any information that is
(x) generally known to the industry or the public other than as a result of Employee’s breach of this covenant or any breach of other confidentiality obligations by third parties to the extent the Employee knows or reasonably should have
known of such breach by such third parties; (y) made available to Employee by a third party (unless Employee knows or reasonably should have known that such third party has breached any confidentiality obligation); or (z) required by law
or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order Employee to disclose or make accessible any information; provided that, with respect
to clause (z) Employee, except as otherwise prohibited by law or regulation, shall give prompt written notice to Evercore of such requirement, disclose no more information than is so required, and shall reasonably cooperate with any attempts by
Evercore, at its sole cost, to obtain a protective order or similar treatment prior to making such disclosure. 
 (c) Except as
required by law or otherwise set forth in clause (z) of Section 1(b) above, or unless or until publicly disclosed by Evercore, Employee will not disclose to anyone, other than Employee’s immediate family and legal, tax or financial
advisors, the existence or contents of this Agreement; provided that Employee may disclose (i) to any prospective future employer the provisions of this Agreement provided they agree to maintain the confidentiality of such terms or
(ii) in connection with any litigation or arbitration involving this Agreement. 
 (d) Upon termination of Employee’s
employment with Evercore for any reason, Employee shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark,
trade name, logo, domain name or other source indicator) if such property is owned or used by Evercore; (y) immediately destroy, delete, or return to Evercore, at Evercore’s option, all originals and copies in any form or medium (including
memoranda, books, papers, plans, computer files, letters and other data) in Employee’s possession or control (including any of the foregoing stored or located in Employee’s office, home, laptop or other computer, whether or not Company
property) that contain Confidential Information or otherwise relate to the business of Evercore, except that Employee may retain only those portions of any personal notes, notebooks and diaries that do not contain Confidential Information; and
(z) notify and fully cooperate with Evercore regarding the delivery or destruction of any other Confidential Information of which Employee is or becomes aware to the extent such information is in Employee’s possession or control.
Notwithstanding anything elsewhere to the contrary, Employee shall be entitled to retain (and not destroy) (x) information showing Employee’s compensation or relating to reimbursement of expenses that Employee reasonably believes is
necessary for tax purposes and (y) copies of plans, programs, policies and arrangements of, or other agreements with, Evercore addressing Employee’s compensation or Employee’s employment or termination thereof. 

  
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 2. Non-Competition; Non-Solicitation; Non-Interference. 

(a) Without limiting any duty or obligation otherwise applicable to Employee, Employee agrees as follows: 

(i) Non-Competition. During Employee’s service with Evercore, Employee will not, directly or indirectly: 

(A) engage in any business that competes with the business of Evercore (including, without limitation, any businesses that Evercore is
then actively considering conducting, so long as Employee knows or reasonably should know of such plan(s)) in any geographical area that is within 100 miles of any geographical area where Evercore provides its products or services (a
“Competitive Business”); 
 (B) enter the employ of, or render any services to, any Person (or any division or
controlled or controlling affiliate of any Person) who or which is a Competitive Business; or 
 (C) subject to the terms of
Evercore’s employee investments policy applicable to Employee from time to time, acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, trustee or consultant. 
 Notwithstanding the provisions of Section 2(a)(i)(A),
(B) or (C) above, nothing contained in this Section 2(a)(i) shall prohibit Employee from investing, as a passive investor, in any publicly held company provided that Employee’s beneficial ownership of any class of such publicly
held company’s securities does not exceed two percent (2%) of the outstanding securities of such class. 
 (ii)
Non-Solicitation of Clients. During Employee’s service with Evercore and the six-month period immediately following cessation of that service for any reason, Employee will not, whether on Employee’s own behalf or on behalf of or in
conjunction with any Person, directly or indirectly solicit or assist in soliciting the business of, any investment from, any opportunity to make an investment in, or any opportunity to act as a financial, restructuring or asset management advisor
in connection with any transaction involving, any client, prospective client, investor, portfolio company or prospective portfolio company, or member of management of any portfolio company or prospective portfolio company of Evercore (collectively,
the “Clients”): 
 (A) with whom Employee had personal contact or dealings on behalf of Evercore during the
two-year period immediately preceding the Relevant Date; 
 (B) with whom employees reporting to Employee have had personal
contact or dealings on behalf of Evercore during the two-year period immediately preceding the Relevant Date; or 
 (C) with
respect to which Employee had direct or indirect responsibility during the two-year period immediately preceding the Relevant Date. 

  
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 (iii) Non-Interference with Business Relationships. During Employee’s service
with Evercore and the six-month period immediately following cessation of that service for any reason, Employee will not interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this
Agreement) between Evercore, on the one hand, and any Client, customers, suppliers, partners, of Evercore, on the other hand. 

(iv) Non-Solicitation of Employees; Non-Solicitation of Consultants. During Employee’s service with Evercore and the 12-month
period immediately following cessation of that service for any reason, Employee will not, whether on Employee’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly (other than in the ordinary course of
Employee’s employment with Evercore and on Evercore’s behalf): 
 (A) solicit or encourage any employee of Evercore
to leave the employment of Evercore; or 
 (B) hire any such employee who was employed by Evercore as of the date of
Employee’s termination of employment with Evercore or who left the employment of Evercore coincident with, or within six months prior to or after, the termination of Employee’s employment with Evercore; or 

(C) solicit or encourage to cease to work with Evercore any consultant that Employee knows, or reasonably should have known, is then
under contract with Evercore. 
 (b) It is expressly understood and agreed that although Employee and Evercore consider the
restrictions contained in this Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction
against Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable
(provided that in no event shall any such amendment broaden the time period or scope of any restriction herein). Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. 
 (c) For purposes of this Agreement, “Relevant Date” shall mean, when applied during the term of Employee’s service with Evercore, the date of such application and, when applied following
Employee’s cessation of service with Evercore, the effective date of that cessation of service. 
 3. Intellectual
Property. 
 (a) If Employee has created, invented, designed, developed, contributed to or improved any inventions,
intellectual property, discoveries, copyrightable subject matters or other similar work of intellectual property (including without limitation, research, reports, software, databases, systems or applications, presentations, textual works, content,
or audiovisual materials) (“Works”), either alone or with third parties, during Employee’s employment prior hereto, that are relevant to or implicated by such employment (“Prior Works”), to the extent


  
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Employee has retained or does retain any right in such Prior Work, Employee hereby grants Evercore a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all
rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein to the extent of Employee’s rights in such Prior Work for all purposes
in connection with Evercore’s current and future business. 
 (b) If Employee creates, invents, designs, develops,
contributes to or improves any Works, either alone or with third parties, at any time during Employee’s employment by Evercore and within the scope of such employment and/or with the use of any Evercore resources (“Company
Works”), Employee shall promptly and fully disclose same to Evercore and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, and at Evercore’s sole expense, all rights and intellectual
property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to Evercore to the extent ownership of any such rights does not vest originally in Evercore.

 (c) Employee agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and
any other form or media requested by Evercore) of all Company Works. The records will be available to and remain the sole property and intellectual property of Evercore at all times. 

(d) Employee shall take all requested actions and execute all requested documents (including any licenses or assignments required by a
government contract) at Evercore’s expense (but without further remuneration) to assist Evercore in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of Evercore’s rights in the Prior Works
and Company Works as set forth in this Section 3. If Evercore is unable for any other reason to secure Employee’s signature on any document for this purpose, then Employee hereby irrevocably designates and appoints Evercore and its duly
authorized officers and agents as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. 

(e) Except as may otherwise be required under Section 3(a) above, Employee shall not improperly use for the benefit of, bring to any
premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with Evercore any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party which
Employee knows or reasonably should have known is confidential, proprietary or non-public information or intellectual property of such third party without the prior written permission of such third party. Employee hereby indemnifies, holds harmless
and agrees to defend Evercore and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Employee shall comply with all relevant policies and guidelines of Evercore, including regarding
the protection of confidential information and intellectual property and potential conflicts of interest. Employee acknowledges that Evercore may amend any such policies and guidelines from time to time, and that Employee remains at all times bound
by their most current version. 

  
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 (f) The provisions of Section 3 shall survive the termination of Employee’s
employment for any reason. 
 4. Notice of Termination. 

(a) Employee agrees to provide Evercore with not less than 90 days’ advance written notice of any resignation of his or her
employment; provided, however, that Evercore may in its discretion waive all or part of that notice period. 
 (b) During the
notice period described above in Section 4(a), Evercore may in its discretion require Employee to cease performing some or all of his or her duties and to refrain from entering its places of business, provided that during such notice period,
Employee will remain an Evercore employee, will cooperate in the transition of his or her duties to other Evercore personnel and will remain bound by all his or her duties and obligations to Evercore, including (without limitation) the obligations
stated in this Agreement and the duties and obligations applicable to Employee under common law. 
 (c) If Employee
fails, in whole or in part, to provide the advance notice of resignation required by this Section 4 and Evercore does not waive that notice period or any unexpired portion thereof (the “Remaining Period”),
Evercore will continue to pay Employee’s base salary for the Remaining Period and the restrictions contained in Section 2(a) above will all be extended by a number of days equal to the duration of the Remaining Period. Any base salary
continuation otherwise payable under this paragraph will be offset by the amount of any severance or similar post-termination compensation paid by Evercore to Employee. 
 5. Specific Performance. 
 Employee acknowledges and agrees that in the
course of Employee’s service to Evercore, Employee will be provided with access to Confidential Information, and will be provided with the opportunity to develop relationships with clients, prospective clients, employees and other agents of
Evercore, and Employee further acknowledges that such Confidential Information and relationships are extremely valuable assets of Evercore in which Evercore has invested and will continue to invest substantial time, effort and expense. Accordingly,
Employee acknowledges and agrees that Evercore’s remedies at law for a breach or threatened breach of any of the provisions of Sections 1, 2, 3 and 4 would be inadequate and, in recognition of this fact, Employee agrees that, in the event
of such a breach or threatened breach, in addition to any remedies at law, Evercore, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required to be paid or provided by Evercore (other than
any vested benefits under any retirement plan or as may be required by applicable law to be provided), enforce any forfeiture provision applicable to outstanding equity awards, as provided in the applicable award agreements, and seek equitable
relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available; provided, however, that if it is subsequently determined in a final and
binding arbitration or litigation that Employee did not breach any such provision, Evercore will promptly pay any payments or provide any benefits which Evercore may have ceased to pay when originally due and payable, plus an additional amount equal
to interest (calculated based on the applicable federal rate for the month in which such final 

  
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determination is made) accrued on the applicable payment or the amount of the benefit, as applicable, beginning from the date such payment or benefit was originally due and payable through the
day preceding the date on which such payment or benefit is ultimately paid hereunder. 
 6. Miscellaneous. 

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
regard to the conflict of laws provisions thereof. 
 (b) Entire Agreement/Amendments. Except as otherwise provided
herein, this Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any other agreement with respect to the subject matter hereof (including any prior version of this Confidentiality,
Non-Solicitation and Proprietary Information Agreement). Except as otherwise provided herein, there are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other
than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. The foregoing notwithstanding, this Agreement will not supersede changes to the duration of any
restrictive covenant and related enforcement provisions included in any equity incentive award issued by the Company, even if issued on or prior to the date hereof. 
 (c) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such
party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 
 (d)
Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement
shall not be affected thereby. 
 (e) Assignment. This Agreement shall not be assignable by Employee. This Agreement may
be assigned by Evercore to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of Evercore; provided such person or entity agrees to abide by the terms of this Agreement. Upon such
assignment in accordance herewith, the rights and obligations of Evercore hereunder shall become the rights and obligations of such affiliate or successor person or entity; provided that in no event shall the provisions of this Agreement be
interpreted to apply to the affiliate or the successor person or entity other than with respect to the business of Evercore that is so assigned as of such date (including, without limitation, the business it is engaged in, its employees, clients and
its Confidential Information). 
 (f) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be
binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the parties hereto. 

  
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 (g) Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 [Signature Page
Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set
forth above. 
  

			
	 EVERCORE PARTNERS SERVICES EAST L.L.C.

		
	 By:
	 	  

		 	Name:
		 	Title:
	
	 EMPLOYEE

	
	  

	(Signature)
	  

	(Print Name)



  
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