EXHIBIT 10.2 


EXECUTION COPY 


Confidentiality Agreement


By signing
below, I confirm that I have received or have been given access to, read and
agree to be bound by Sotheby’s Compliance Policies, including without
limitation such policies as, the Worldwide Compliance Policy Regarding Movement
of Works of Art, House Rules, the Conflict of Interest Policy, the Auction
Rules Policy, the Introductory Commissions Policy, the Post-Auction Private
Sales Policy, the Internet Auction Rules Policy, the Anti-Money Laundering
Policy, the Anti-trust Policy, the Data Protection Policy and any other
policies circulated by the Compliance Department. I acknowledge and agree that
from time to time the Company may add new policies or revise existing policies
and I agree to be bound by the policies in effect as of the date of any such
new or revised policies that come into effect during my employment. The
versions of these policies in effect can be found on the Compliance Homepage on
Sotheby’s Intranet. 


1. Confidential
Information and Trade Secrets. I acknowledge that during the term of my
employment I will have access to and possession of Confidential Information
including trade secrets of Sotheby’s, its parents, subsidiaries and affiliates
(hereinafter collectively referred to as “Sotheby’s”) and their respective
clients. Except as required to perform my responsibilities for Sotheby’s, to
comply with law or regulation, or as authorized in writing in advance by
Sotheby’s, I will not use, disclose or take any action which results in the use
or disclosure of Confidential Information. I will give prompt written notice to
Sotheby’s of any such requirement, or threatened requirement, by a court or
government agency with jurisdiction in order to allow Sotheby’s the opportunity
to resist such a request. To the extent that I am required to develop, review
and/or analyze Confidential Information, I further agree to store and maintain
all Confidential Information in a secure place. These obligations with respect
to “Confidential Information” shall be in force during my employment by
Sotheby’s and shall survive termination of my employment, regardless of how
such termination arises, for two (2) years after termination, provided that the
“Confidential Information” in paragraph 1(b) shall be kept confidential
indefinitely. 


	
  

 	
  

 
	
  

 	
           (a)
 For purposes of this Agreement, “Confidential Information” includes,
 but is not limited to, confidential and/or proprietary information concerning
 Sotheby’s business plans, trade secrets, methods of doing business and any
 specialized information and/or techniques developed by or through it;
 Sotheby’s business or operation plans, strategies, prospects or objectives;
 Sotheby’s structure, technology, distribution, sales, services, support and
 marketing plans, practices, and operations; the prices, costs and details of
 Sotheby’s services; the financial condition and results of Sotheby’s
 operations; Sotheby’s 

 













	
  

 	
  

 
	
  

 	
 research;
 Sotheby’s personnel and compensation policies; operating policies and
 manuals; financial records and related information; means of gaining access
 to Sotheby’s computer data systems and related information; or any other
 financial, commercial, business or technical information related to any of
 the property or services developed or sold by or through Sotheby’s or its
 clients. For purposes of this Agreement, Confidential Information includes,
 but is not limited to, information in written, graphic, recorded,
 photographic or any machine readable form or that is orally conveyed to me. 

 
	
  

 	
  

 
	
  

 	
           (b)
 “Confidential Information” shall also include Sotheby’s current or
 specifically-contemplated potential clients and/or client lists, including
 information not in the public domain concerning such clients’ private
 telephone and fax numbers, business and residential addresses, their purchase
 and sales history, the contents, value, or history of ownership of their art
 collections, personal and family background information, and the clients’
 contacts(s). 

 
	
  

 	
  

 
	
  

 	
           (c)
 Notwithstanding any of the foregoing, nothing in this Agreement is
 intended to or shall be interpreted to limit any rights of Sotheby’s under
 applicable law to protect Confidential Information as provided by applicable
 law. 

 






2. Undue
Advantage. During my employment with Sotheby’s I may have access to
“inside” information. Use of “inside” or Confidential Information in making any
investment is absolutely prohibited, and I represent and warrant that I will
comply with all federal and state securities laws and regulations. Also in the
course of my employment with Sotheby’s, I may learn of business opportunities
offered to Sotheby’s. I agree that I will not take advantage of such knowledge
for my own benefit. 


3. Termination
of Employment. On the termination of my employment with Sotheby’s, I shall
deliver to Sotheby’s all Confidential Information and all copies, summaries or
abstracts thereof that come under my direct or indirect control or possession.
Such material shall at all times remain the exclusive property of Sotheby’s
unless otherwise agreed to in writing by Sotheby’s. Upon termination, I agree
to make no further use of any Confidential Information on my own behalf or on
behalf of any person or entity other than Sotheby’s as provided in Paragraph 1
above. 


Furthermore,
on the earlier of either my termination of employment with Sotheby’s or a
request by Sotheby’s, I shall return to Sotheby’s all Sotheby’s property which
I obtained from Sotheby’s including any Confidential Information. I acknowledge
that all such property and Confidential Information remains at all 





times the
exclusive property of Sotheby’s, unless otherwise agreed to in writing by
Sotheby’s. It is agreed that I (as well as Sotheby’s) may retain a copy of my
Outlook contacts (or such other form of contact information as may be
applicable). 


4. Equitable
Relief. I understand that monetary damages may not provide an adequate
remedy for a breach of this Agreement. I therefore agree that upon any breach
hereof, Sotheby’s may be entitled to equitable relief, including without limitation
temporary and permanent injunction, in addition to any other available
remedies. 


This agreement
shall be governed by, and shall be construed in accordance with, the laws of
the State of New York. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 /s/ William
 F. Ruprecht

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 WILLIAM F.
 RUPRECHT

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SOTHEBY’S

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
 /s/ Susan
 Alexander

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name: Susan
 Alexander

 
	
  

 	
  

 	
  

 	
 Title:
 Executive Vice President and

 
	
  

 	
  

 	
  

 	
 Worldwide
 Head of Human Resources

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
 September 2,
 2010