**Exhibit 10.4.2**EMPLOYMENT AGREEMENT     EMPLOYMENT AGREEMENT (“Agreement”) effective as of September 6, 2007 (the “*EffectiveDate*”) between HARRIS INTERACTIVE INC., a Delaware corporation (“*Company*”), and DEE ALLSOP(“*Executive*”).     This Agreement amends, restates, and replaces in its entirety (i) the Agreement dated June 7,2005 between the Company and the Executive related to change in control of the Company, and (ii)the Employment Agreement between Company and Executive dated as of October 5, 1990, as amended byletter dated September 9, 2004 (collectively, the “*Prior Agreement*”); provided, however, that allrights of Executive to payments and benefits under the Prior Agreement fully earned and accrued butunpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does notmodify the terms of any stock option agreements between the Company and the Executive in effect onthe Effective Date, which stock option agreements shall remain unchanged and in full forceaccording and subject to the terms contained therein.1. CAPACITY AND DUTIES     1.1 Employment; Acceptance of Employment. Company hereby employs Executive andExecutive hereby accepts employment by Company for the period and upon the terms and conditionshereinafter set forth.     1.2 Capacity and Duties.          (a) Executive shall serve as the President, U.S. Solutions Research Groups. Executive shallperform duties and shall have authority as may from time to time be specified by the ChiefExecutive Officer and the Board of Directors of Company (the “*Board*”). Executive’s title andduties may be changed from time to time by the Chief Executive Officer and the Board; provided,however, that (i) Executive’s position, authority, duties, and responsibilities shall be no lesssenior and executive in nature than those of President of U.S. Solutions and Research Groups andshall be consistent with those of an executive vice president of a public company of the size andtype similar to the Company, and (ii) the duties assigned to the Executive shall be in all respectsconsistent with all applicable laws and regulations. Executive will report to the Chief ExecutiveOfficer of the Company.
 

 
          (b) Executive shall devote full time efforts to the performance of Executive’s dutieshereunder, in a manner that will faithfully and diligently further the business and interests ofCompany.          (c) Executive acknowledges that Company’s reputation is important in the continued success ofits business, and agrees that he will not discuss or comment in such a manner as may adverselyimpact the reputation or public perception, or otherwise disparage, Company or its officers,employees, or directors in any manner; provided, however, that Executive may make such disclosuresas may be required by law. Company acknowledges that Executive’s reputation is important to hiscontinued success. Company agrees that it will not, and that it will use all reasonable efforts tocause its officers, employees, and directors not to, defame, disparage, or otherwise discuss orcomment about Executive in such a manner as may adversely impact his reputation or publicperception; provided, however, that Company may make such disclosures as may be required by law.2. TERM OF EMPLOYMENT     2.1 Term.          (a) The term of Executive’s employment hereunder, for all purposes of this Agreement, shallcommence on the Effective Date (the “*Commencement Date*”) and continue through and including theearliest to occur of (i) June 30, 2008, if and as further extended to subsequent June 30ths asprovided in Section 2.1(b), (ii) the date on which Executive dies, and (iii) the date on whicheither the Company or Executive terminates Executive’s employment for any reason (collectively, the“*Termination Date*”).          (b) Except as hereinafter provided, on each June 30 this Agreement shall be automaticallyextended for an additional one-year term, and if so extended shall be automatically extended forsuccessive additional one-year terms, unless either the Executive or Company shall have given theother written notice of non-renewal of this Agreement on or before the March 31 immediately priorto the end of the initial one-year term, or if applicable any one-year extension term then ineffect. Executive’s employment under this Agreement shall terminate on the June 30 immediatelyfollowing the date of any timely non-renewal notice.3. COMPENSATION     3.1 Base Compensation. As compensation for Executive’s services, Company shall pay toExecutive base compensation in the form of salary (“*Base Compensation*”) in the amount of $275,000per annum. The salary shall be payable in periodic installments in accordance with
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Company’sregular payroll practices for its executive personnel at the time of payment, but in no event lessfrequently than monthly. The Compensation Committee of the Board shall review Base Compensationperiodically for the purpose of determining, in its sole discretion, whether Base Compensationshould be adjusted; provided, however, that Executive’s Base Compensation shall not be less than$275,000.     3.2 Performance Bonus. As additional compensation for the services rendered byExecutive to Company Executive shall be paid a performance bonus (“*Performance Bonus*”) payable infull at the same time as payment of other executive bonuses by the Company but no later than twoand one-half (2.5) months after the end of the applicable fiscal year. The Performance Bonus awardcriteria and amounts shall be those established on an annual basis by the Compensation Committee ofthe Board of Directors of the Company based upon performance guidelines established for executiveofficers of the Company; provided, however, Executive’s target bonus shall not be less than$75,000. No bonus will be due in the event that award criteria established by the CompensationCommittee are not met.     3.3 Employee Benefits. Executive shall be entitled to participate in such ofCompany’s employee benefit plans and benefit programs as may from time to time be provided byCompany for its senior executives generally. Company shall have no obligation, however, tomaintain any particular program or level of benefits referred to in this Section 3.3.     3.4 Vacation. Executive shall be entitled to the normal and customary amount of paidvacation provided to senior executive officers of the Company, but in no event less than 20 daysduring each calendar year. Any vacation days that are not taken in a given calendar year periodshall accrue and carry over from year to year, or be paid or lost, according to the Company’sstandardvacation policies. The Executive may be granted leaves of absence with or without pay forsuch valid and legitimate reasons as the Chief Executive Officer in his sole and absolutediscretion may determine, and is entitled to the same personal days and holidays provided to othersenior executives the of Company.     3.5 Expense Reimbursement.          (a) Company shall reimburse Executive for all reasonable and documented expenses incurred byExecutive in connection with the performance of Executive’s duties hereunder in accordance with itsregular reimbursement policies as in effect from time to time.          (b) The Company shall reimburse the Executive for reasonable costs up to a maximum of $2,500incurred in the negotiation of this Employment Agreement.
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     3.6 Withholding. All payments under this Agreement shall be subject to any requiredwithholding of Federal, state and local taxes pursuant to any applicable law or regulation.4. TERMINATION OF EMPLOYMENT     4.1 Accrued Obligations. For purposes of this Agreement:          (a) “*Accrued Base Obligations*” shall mean amounts for Base Compensation, expensereimbursement, and employee benefits which have accrued, vested, and are unpaid as of theTermination Date.          (b) “*Accrued Bonus Obligations*” shall mean, for the year in which the Termination Date occurs,a prorated Performance Bonus for the partial-year period ending on the Termination Date (the“*Partial Period*”). The prorated Performance Bonus shall be based on the same metrics as then ineffect for calculation of bonuses on an annual basis (for example, net earnings or revenues) andshall be calculated by (1) dividing actual performance as of the end of the Applicable CalculationQuarter (described below) by budgeted performance (per the budget previously approved by the Board)for the Applicable Calculation Quarter, and then (2) using the resulting percentage in determiningthe dollar value bonus that would have been paid under the Company’s executive performance bonusplan had such percentage performance been achieved for the full fiscal year, and then (3)multiplying the result by a fraction, the numerator of which isthe number of days elapsed in the fiscal year prior to the Termination Date and thedenominator of which is 365. If the Termination Date is in the first half of a fiscal quarter the“Applicable Calculation Quarter” is the fiscal quarter most recently ended before the TerminationDate, and if the Termination Date is in the second half of a fiscal quarter, the ApplicableCalculation Quarter is the first fiscal quarter ending after the Termination Date.          (c) Accrued Base Obligations shall be paid within thirty (30) days after the Termination Date.Accrued Bonus Obligations shall be paid on the date on which they would have been paid under thisAgreement absent the occurrence of the Termination Date.     4.2 Termination Procedures. Except as otherwise provided in this Agreement, anytermination of Executive’s employment by the Company or by Executive (other than terminationpursuant to death) shall be communicated by written Notice of Termination to the other partyhereto. For purposes of this Agreement, a “*Notice of Termination*” shall mean a notice which shallindicate the specific termination provision in this Agreement relied upon and, if applicable, shallset forth in reasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provision so indicated.
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     4.3 Death of Executive. If Executive dies, Company shall not be obligated to make anyfurther payments under this Agreement except amounts for:          (a) Accrued Base Obligations,          (b) earned but unpaid Performance Bonus for fiscal years already ended, payable on the date onwhich such Performance Bonus would be paid absent Executive’s death, and,          (c) if Executive’s death is in the Company’s third or fourth fiscal quarter, Accrued BonusObligations.     4.4 Disability of Executive. If Executive is permanently disabled (as defined inCompany’s long-term disability insurance policy then in effect), then the Company shall have theright to terminate Executive’s employment upon 15 days’ prior written notice to Executive at anytime during the continuationof such disability (“*Disability*”). In the event Executive’s employment is terminated forDisability in accordance with this Section 4.4, Company shall not be obligated to make any furtherpayments under this Agreement except for:          (a) Accrued Base Obligations,          (b) earned but unpaid Performance Bonus for fiscal years ended prior to the Termination Date,payable on the date on which such Performance Bonus would be paid absent Executive’s Disability,and          (c) if the Termination Date occurs in the Company’s third or fourth fiscal quarter, AccruedBonus Obligations.     4.5 Termination for Cause.          (a) Executive’s employment shall terminate immediately upon a Notice of Termination from theCompany that Executive is being terminated for Cause (as defined herein), in which event Companyshall not thereafter be obligated to make any further payments under this Agreement except for:               (i) Accrued Base Obligations,               (ii) earned but unpaid Performance Bonus for fiscal years ended prior to the Termination Date,payable on the date on which such Performance Bonus would be paid absent the termination ofExecutive, and
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               (iii) if the Termination Date occurs in the Company’s third or fourth fiscal quarter, AccruedBonus Obligations.          (b) “*Cause*” shall be limited to the following:               (i) willful failure to substantially perform Executive’s duties as described in Section 1.2after demand for substantial performance is delivered by Company in writing that specificallyidentifies the manner in which Company believes Executive has not substantially performedExecutive’s duties and Executive’s failure to cure such non-performance within thirty (30) daysafter receipt of the Company’s written demand; provided, however, that a failure to perform suchduties during the remedy period set forth in subsection (i) of thedefinition of Good Reason set forth in Section 4.7 hereof, following the issuance of a Noticeof Termination (as herein defined) by Executive for Good Reason, shall not be Cause unless anarbitrator acting pursuant to Section 6.1 hereof finds Executive to have acted in bad faith inissuing such Notice of Termination;               (ii) willful conduct that is materially and demonstrably injurious to Company or any of itssubsidiaries, but not including good faith conduct taken without intention to injure the Company orits subsidiaries that, at the time engaged in, could not reasonably be expected to be more likelythan not to be materially injurious to the Company; or               (iii) conviction or plea of guilty or nolo contendere to a felony or to any other crime whichinvolves moral turpitude or, if not including moral turpitude, arises from an act that ismaterially and demonstrably injurious to the Company or any of its subsidiaries;               (iv) material violation of Section 5 of this Agreement,               (v) or material violation of Company polices set forth in Company manuals or writtenstatements of policy provided in the case of violation of policy that such violation is eithermaterially and demonstrably injurious to Company or, if curable, continues for more then three (3)days after written notice thereof is given to Executive by the Company; and               (vi) material breach of any material provision of this Agreement by Executive, which breachcontinues for more than ten (10) days after written notice thereof is given by the Company toExecutive.     4.6 Termination Without Cause or by Executive for Good Reason.
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          (a) The Company reserves the right to terminate Executive’s employment at any time. If,however, a Termination Date occurs due to Company terminating Executive without Cause or Executiveterminating for Good Reason, then Company shall have no further obligations under this Agreementexcept that Company shall pay to Executive the amounts shown in Section 4.6(c).          (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination in theordinary course on any applicable June 30 if the term of this Agreement is not automaticallyrenewed, which circumstance is covered by Section 4.6(d), (ii) termination for Cause whichcircumstance is covered by Section 4.5, (iii) termination by Executive withoutGood Reason which circumstance is covered by Section 4.7, (iv) termination by reason of deathwhich circumstance is covered by Section 4.3, or (v) termination by reason of Disability whichcircumstance is covered by Section 4.4.          (c) If Company terminates Executive without Cause or Executive terminates with Good Reason,then the Company shall pay to Executive:               (i) the Accrued Base Obligations through the Termination Date, payable promptly after theTermination Date,               (ii) any unpaid Performance Bonus earned for any fiscal year ended on or before theTermination Date payable on the date on which such Performance Bonus would be paid absenttermination,               (iii) Accrued Bonus Obligations,               (iv) amounts equal to Base Compensation through and including the date six months after theTermination Date, and               (v) health and medical benefits as required by Section 3.3 of this Agreement during the sameperiod that amounts equal to Base Compensation are due under Section 4.6(c)(iv); provided, however,if Executive, Executive’s spouse or Executive’s dependents are ineligible to participate in theCompany benefit programs under Section 3.3, the Company shall arrange to reimburse Executive forcoverage reasonably comparable to that previously provided under Section 3.3, and further providedthat such benefits shall become secondary to primary coverage upon the date or dates Executivereceives coverage and benefits which are substantially similar, taken as a whole, without waitingperiod or pre-existing condition limitations, under the plans and programs of a subsequentemployer.
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          (d) If this Agreement is terminated in the ordinary course on any applicable June 30 becauseof a non-renewal notice given by the Company under Section 2.1, then Company shall have no furtherobligations under this Agreement except that Company shall pay to Executive the same payments as towhich the Executive would be entitled under Section 4.6(c)(i), (ii), (iv), and (v). If thisAgreement is terminated in the ordinary course on any applicable June 30 because of a non-renewalnotice given by the Executive under Section 2.1, then Company shall have no further obligationsunder this Agreement except that Company shall pay to Executive the payments to which the Executivewould be entitled under Section 4.6(c)(i) and (ii).     4.7 Termination by Executive without Good Reason.          (a) Executive may terminate this Agreement without Good Reason upon fifteen (15) days priornotice. In the event Executive’s employment is voluntarily terminated by Executive without GoodReason, Company shall not be obligated to make any further payments to Executive hereunder otherthan:               (i) Accrued Base Obligations through the Termination Date,               (ii) earned but unpaid Performance Bonus for fiscal years ended prior to the Termination Date,payable on the date on which such Performance Bonus would be paid absent Executive’s termination,and               (iii) if the Termination Date occurs in the Company’s third or fourth fiscal quarter, AccruedBonus Obligations.          (b) “*Good Reason*” shall mean the following:               (i) material breach of Company’s obligations hereunder, including any assignment of duties notincluded within the Executive’s duties described in Section 1.2 unless previously agreed to inwriting by Executive, provided that Executive shall have given reasonably specific written noticethereof to Company, and Company shall have failed to remedy the circumstances within thirty (30)days thereafter;               (ii) any decrease in Executive’s salary as it may have increased during the term of thisAgreement, except for decreases that are in conjunction with decreases in executive salaries by theCompany generally and that do not result in a decrease in Executive’s annual salary below $275,000per annum;
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               (iii) any decrease of Executive’s target Performance Bonus below $75,000,               (iv) any relocation of the principal office from which Executive’s duties are performed to alocation more than 50 miles outside of Reston, Virginia, provided, however, that travel toCompany’s and its affiliates’ various offices and to other locations in furtherance of Company’sbusiness will be required in connection with the performance of Executive’s duties hereunder andrequirements for such travel shall not constitute Good Reason, or               (v) the failure of any successor in interest of the Company to be bound by the terms of thisAgreement in accordance with Section 6.4 hereof.Notwithstanding subsections (i) and (iii) above, after a Change of Control, Good Reason shall notinclude a change of title, reporting line, responsibilities, and duties so long as such changedtitle, reporting line, and reassignment of executive duties are at a level commensurate with thelevel of participation of the Company in the controlling person (such as, for example, executiveduties at a divisional, subsidiary, or group level, if the Company becomes a division, subsidiary,or group within the controlling person), or assignment of other duties not materially inconsistentwith duties appropriate for a past executive vice president of a public company of the size andtype similar to the Company officer.          (c) Executive must provide a Notice of Termination to the Company that he is intending toterminate his employment for Good Reason within one hundred and eighty (180) days after Executivehas actual knowledge of the occurrence of the latest event he believes constitutes Good Reason,which termination notice shall specify a termination date within thirty (30) days after the date ofsuch notice except for termination under subsection (i) in which case the termination date shall beas provided in such subsection. Executive’s right to terminate Executive’s employment hereunderfor Good Reason shall not be affected by Executive’s subsequent Disability provided that the noticeof intention to terminate is given prior to the onset of such Disability. Subject to compliance byExecutive with the notice provisions of this Section 4.7, Executive’s continued employment prior toterminating employment for Good Reason shall not constitute consent to, or a waiver of rights withrespect to, any act or failure to act constituting Good Reason. In the event Executive delivers tothe Company a Notice of Termination for Good Reason, upon request of the Board Executive agrees toappear before a meeting of the Board called and held for such purpose (after reasonable notice) andspecify to the Board the particulars as to why Executive believes adequate grounds for terminationfor Good
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Reason exist. No action by the Board, other than the remedy of the circumstances withinthe time periods specified in this Section 4.7, shall be binding on Executive.     4.8 Mitigation. Executive shall not be required to mitigate amounts payable underthis Section 4 by seeking other employment or otherwise, and there shall be no offset againstamounts due Executive under this Agreement on account of subsequent employment except asspecifically provided herein.     4.9 Change of Control.          (a) If Executive is terminated without Cause, a Termination Date occurs on a June 30 due tonon-renewal by the Company of the term of this Agreement under Section 2.1, or Executive terminateshis employment for Good Reason, in each such case during the one year period following a Change ofControl (as defined below), then in addition to payments and benefits to which Executive isentitled under Section 4.6, Executive also shall receive (i) reimbursement for reasonable (in thediscretion of the Company) and actual expenses incurred by Executive for six months ofout-placement services, and (ii) Base Compensation pursuant to Section 4.6(c)(iv) and benefitspursuant to Section 4.6(c)(v) for a one year period rather than the six month period referencedtherein.          (b) If a Change of Control shall have occurred:               (i) after such Change of Control Executive’s entitlement to Bonus under Section 3.2 may bemodified by the new controlling Person in a reasonable manner (not to afford Executive withmaterially less opportunity to earn bonus than existed prior to the Change of Control) so that suchBonus is calculated with reference to a performance-based bonus plan provided by the newcontrolling Person; and               (ii) after such Change of Control Executive’s entitlement to payments and benefits underSections 3.3 and 3.4 may be modified by the new controlling Person to entitlement to those benefitsgenerally provided to senior executives of the new controlling Person.          (c) A “*Change of Control*” shall be deemed to have occurred if:               (i) a change in control has occurred of a nature that would be required to be reported in aproxy statement with respect to the Company (even if the Company is not actually subject to saidreporting requirements) in response to Item 6(e) (or any comparable or
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successor Item) of Schedule14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the“*Exchange Act*”), except that any merger, consolidation or corporate reorganization in which theowners of the Company’s capital stock entitled to vote in the election of directors (the “*VotingStock*”) prior to said combination receive 75% or more of the resulting entity’s Voting Stock shallnot be considered a change in control for the purposes of this Plan;               (ii) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act,excluding any stock purchase or employee stock ownership plan maintained by the Company or aRelated Company) becomes the “beneficial owner” (as that term is defined by the Securities andExchange Commission for purposes of Section 13(d) of the Exchange Act), directly or indirectly, ofmore than 15% of the outstanding voting stock of the Company or its successors; or               (iii) during any period of two consecutive years a majority of the Board of Directors nolonger consists of individuals who were members of the Board of Directors at the beginning of suchperiod, unless the election of each director who was not a director at the beginning of the periodwas approved by a vote of at least 75% of the directors still in office who were directors at thebeginning of the period.     4.10 Effect of Section 409A. Notwithstanding anything to the contrary containedherein, in the event that (i) Executive notifies the Company, or the Company notifies Executive, ineither case prior to the date on which a payment would otherwise be due under this agreement thatExecutive (or the Company, as applicable) believe that (x) the operation of this Agreement withrespect to any such payment hereunder would fall within the coverage of Section 409A(a)(1) of theInternal Revenue Code (“IRC”) and (y) any payment hereunder is to be made on account of IRC Section409A(a)(2)(A)(i) and Executive is a “specified employee” pursuant to IRC Section 409A(a)(2)(B)(i)then (ii) if Executive’s legal counsel and the Company’s legal counsel, in each case actingreasonably, agree that the foregoing analysis is correct, then such payment shall not be made untilthe date which is the earlier of the date of Executive’s death and the date which is six (6) monthsafter the date of separation from service (the Termination Date).     4.11 Precondition to Post-Termination Payments. As a condition for the payment of anypost-Termination Date benefits to be provided hereunder except for Accrued Base Obligations earnedbut unpaid Performance Bonus for fiscal years ended prior to the Termination Date, and AccruedBonus Obligations, Executive shall deliver to the Company a release in favor of the Company in theform attached hereto as Exhibit A.
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5. NON-COMPETITION AND CONFIDENTIALITY     5.1 Non-Competition.          (a) Consideration for this Section. Executive acknowledges and agrees that:               (i) the benefits, including in particular and without limitation thoseobligations under Section 4.6(b)(iv), afforded by this Agreement are over and above thoseotherwise afforded by Company policy, and in making its decision to offer Executive the benefitsafforded by this agreement and bind itself in advance to the obligations hereunder the Companyrelied upon and was induced by the covenants made by Executive in this Section 5,               (ii) in accepting the benefits evidenced by this Agreement Executive is receiving an asset ofsignificant value, and Company’s entry into this Agreement and its incurrence of the relatedpayment and other obligations hereunder are fair and adequate consideration for the Executive’sobligations under this Section 5,               (iii) Executive’s position with the Company places Executive in a position of confidence andtrust with the clients and employees of the Company,               (iv) the Company’s business is carried on throughout the world and accordingly, it isreasonable that the restrictive covenants set forth below are not limited by specific geographicarea,               (v) the course of Executive’s employment with the Company necessarily requires the disclosureof confidential information and trade secrets related to the Company’s relationships with clients(such as, without limitation, pricing information, marketing plans, budgets, designs,methodologies, products, client preferences and policies, and identity of appropriate personnel ofclients with sufficient authority to influence a shift in suppliers) as well as other confidentialand proprietary information, (such as databases, methodologies, and technologies),               (vi) Executive’s employment affords Executive the opportunity to develop a personalacquaintanceship and relationship with the Company’s employees and clients, which in some cases mayconstitute the Company’s primary or only contact with such employees and clients, and to develop aknowledge of those client’s and employee’s affairs and requirements,               (vii) the Company’s relationships with its established clientele and employees are placed inExecutive’s hands in confidence and trust,
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               (viii) it is reasonable and necessary for the protection of the goodwill and business of theCompany that Executive make the covenants contained in this agreement, and               (ix) the Executive understands that the provisions of this Section 5 may limit Executive’sability to earn a livelihood in a business similar or related to the business of Company, butnevertheless agrees and acknowledges that (A) the provisions of Section 5 are reasonable andnecessary for the protection of Company, and do not impose a greater restraint than necessary toprotect the goodwill or other business interest of Company, (B) such provisions contain reasonablelimitations as to the time and the scope of activity to be restrained, and (C) the Company’sadvance agreement to make payments under the various circumstances set forth in this Agreementprovide Executive with benefits adequate to fully compensate Executive for any lost opportunity dueto the operation of Section 5.In consideration of the foregoing, Executive agrees that all defenses by Executive to the strictenforcement of such provisions are hereby waived by Executive.     5.2 Restricted Activity.          (a) During the period that Executive is employed by the Company, and for a period of sixmonths after the Termination Date, or for a period of one year in the case of a terminationpursuant to which Executive is receiving payments under subclause (ii) of Section 4.9(a) (the“*Non-Competition Period*”), Executive shall not, directly or indirectly, own, manage, operate, join,control, participate in, invest in or otherwise be connected or associated with, in any manner,including, without limitation, as an officer, director, employee, distributor, independentcontractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee orinvestor, any Competing Business (defined below); provided, however, that (i) ownership of 4.9% orless of the stock or other securities of a corporation, the stock of which is listed on a nationalsecurities exchange shall not constitute a breach of this Section 5, so long as the Executive doesnot in fact have the power to control, or direct the management of, or is not otherwise engaged inactivities with, such corporation, and (ii) Executive without restriction may engage in a CompetingBusiness limited to activities for or related to the Church of Jesus Christ of the Latter DaySaints, Robert Grow, Esq., and Strat@comm.          (b) For purposes of this Section 5.2, the term “*Competing Business*” shall mean any business orventure which is substantially similar to the whole or any significant part
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of the businessconducted by Company, and which is in material competition with the Company, and the term“*Affiliate*” of any person or entity shall mean any other person or entity directly or indirectlycontrolling, controlled by or under common control with such particular person or entity, where“control” means the possession, directly or indirectly, of the power to direct the management andpolicies of a person or entity whether through the ownership of votingsecurities, contract, or otherwise.          (c) During the Non-Competition Period, Executive shall not (including without limitation onbehalf of, for the benefit of, or in conjunction with, any other person or entity) directly orindirectly:               (i) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in anyway, any employee of Company to terminate such employee’s relationship with Company for any reason,or assist any person or entity in doing so,               (ii) employ, assist, engage or otherwise contract or create any relationship with any employeeor former employee of Company in any business or venture of any kind or nature, in the case of aformer employee unless such person shall not have been employed by Company for a period of at leastone year and no solicitation prohibited hereby shall have occurred prior to the end of such oneyear period, or               (iii) interfere in any manner with the relationship between any employee and Company.     5.3 Confidential Information.          (a) “*Confidential Information*” shall mean all proprietary or confidential records andinformation, including, but not limited to, development, marketing, purchasing, organizational,strategic, financial, managerial, administrative, production, distribution and sales information,distribution methods, data, specifications, technologies, methods, and processes (including theTransferred Property as hereinafter defined) presently owned or at any time hereafter developed byCompany, or its agents, consultants, or otherwise on its behalf, or used presently or at any timehereafter in the course of the business of Company, that are not otherwise part of the publicdomain.          (b) Executive hereby sells, transfers and assigns to Company, or to any person or entitydesignated by Company, all of Executive’s entire right, title and interest in and to allinventions, ideas, methods, developments, disclosures and improvements (the “*Inventions*”),
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whetherpatented or unpatented, and copyrightable material, and all trademarks, trade names, all goodwillassociated therewith and all federal and state registrations or applications thereof, made, adoptedor conceived by solely or jointly, in whole or in part prior to the Termination Date which (i)relate to methods, apparatus, designs, products, processes or devices sold, leased, used or underconstruction or development by Company or (ii) otherwise relate to or pertain to thebusiness, products, services, functions or operations of the Company (collectively, the“*Transferred Property*”). Executive shall make adequate written records of all Inventions, whichrecords shall be Company’s property and shall communicate promptly and disclose to Company, in suchforms Company requests, all information, details and data pertaining to the aforementionedInventions. Whether during the term of this Agreement or thereafter, Executive shall execute anddeliver to Company such formal transfers and assignments and such other papers and documents as maybe required of Executive to permit Company, or any person or entity designated by Company, to fileand prosecute patent applications (including, but not limited to, records, memoranda or instrumentsdeemed necessary by Company for the prosecution of the patent application or the acquisition ofletters patent in the United states, foreign counties or otherwise) and, as to copyrightablematerial, to obtain copyrights thereon, and as to trademarks, to record the transfer of ownershipof any federal or state registrations or applications.          (c) All Confidential Information is considered secret and will be disclosed to the Executivein confidence, and Executive acknowledges that, as a consequence of Executive’s employment andposition with Company, Executive may have access to and become acquainted with ConfidentialInformation. Except in the performance of Executive’s duties as an employee of Company, Executiveshall not, during the term and at all times thereafter, directly or indirectly for any reasonwhatsoever, disclose or use any such Confidential Information. All records, files, drawings,documents, equipment and other tangible items (whether in electronic form or otherwise), whereverlocated, relating in any way to or containing Confidential Information, which Executive hasprepared, used or encountered or shall in the future prepare, use or encounter, shall be and remainCompany’s sole and exclusive property and shall be included in the Confidential Information. Upontermination of this Agreement, or whenever requested by Company, Executive shall promptly deliverto Company any and all of the Confidential Information and copies thereof, not previously deliveredto Company, that may be in the possession or under the control of the Executive. The foregoingrestrictions shall not apply to the use, divulgence, disclosure or grant of access to ConfidentialInformation to the extent, but only to the extent, (i) expressly permitted or required pursuant toany other written agreement between Executive and Company, (ii) such Confidential Information hasbeen publicly disclosed
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(not due to a breach by the Executive of Executive’s obligations hereunder,or by breach of any other person, of a fiduciary or confidential obligation to Company) or (iii)the Executive is required to disclose Confidential Information by or to any court of competentjurisdiction or any governmental or quasi-governmental agency, authority or instrumentality ofcompetent jurisdiction, provided, however, that the Executive shall, prior to any such disclosure,immediately notify Company of such requirements and provided further, however, that theCompany shall have the right, at its expense, to object to such disclosures and to seekconfidential treatment of any Confidential Information to be so disclosed on such terms as it shalldetermine.     5.4 Acknowledgement; Remedies; Survival of this Agreement.          (a) Executive acknowledges that violation of any of the covenants and provisions set forth inSection 5 of this Agreement would cause Company irreparable damage and agrees that Company’sremedies at law for a breach or threatened breach of any of the provisions of this Section 5 wouldbe inadequate and, in recognition of this fact, in the event of a breach or threatened breach byExecutive of any of the provisions of this Agreement, it is agreed that, in addition to theremedies at law or in equity, Company shall be entitled, without the posting of a bond, toequitable relief in the form of specific performance, a temporary restraining order, temporary orpermanent injunction, or any other equitable remedy which may then be available for the purposes ofrestraining Executive from any actual or threatened breach of such covenants. Without limiting thegenerality of the foregoing, if Executive breaches or threatens to breach this Section 5 hereof,such breach or threatened breach will entitle Company (i) to terminate its obligations to makefurther payments otherwise required under this Agreement, (ii) to recover from the Executive anypayments previously made under Section 4.6(b)(iv), (iii) to extend the Non-Competition Period by aperiod equal to the period in which Executive was in violation of this Section 5, and (iv) toenjoin Executive from disclosing any Confidential Information to any Competing Business, to enjoinany Competing Business from retaining Executive or using any such Confidential Information, and toenjoin Executive from rendering personal services to or in connection with any Competing Business,it being understood that the embedded knowledge of Executive gained at the Company will beimpossible to separate from the performance of duties for a Competing Business. The rights andremedies hereunder are cumulative and shall not be exclusive, and the Company shall be entitled topursue all legal and equitable rights and remedies and to secure performance of the obligations andduties of the Executive under this Agreement, and the enforcement of one or more of such rights andremedies by the Company shall in no way preclude the Company from pursuing, at the same time or
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subsequently, any and all other rights and remedies available to it.          (b) The provisions of this Section 5 shall survive the termination of Executive’s employmentwith Company.6. MISCELLANEOUS     6.1 Arbitration. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in Rochester, New York, in accordance withthe Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgmentmay be entered on the arbitrator’s award in any court having jurisdiction. The parties consent tothe authority of the arbitrator, if the arbitrator so determines, to award fees and expenses(including legal fees) to the prevailing party in the arbitration. Notwithstanding the foregoing,Company shall be entitled to enforce the provisions of Section 5 hereof through proceedings broughtin a court of competent jurisdiction as contemplated by Section 6.7 hereof.     6.2 Severability; Reasonableness of Agreement. If any term, provision or covenant ofthis Agreement or part thereof, or the application thereof to any person, place or circumstanceshall be held to be invalid, unenforceable or void by an arbitrator or court of competentjurisdiction, the remainder of this Agreement and such term, provision or covenant shall remain infull force and effect, and any such invalid, unenforceable or void term, provision or covenantshall be deemed, without further action on the part of the parties hereto, modified, amended andlimited, and the arbitrator or court shall have the power to modify, amend and limit any such term,provision or covenant, to the extent necessary to render the same and the remainder of theAgreement valid, enforceable and lawful.     6.3 Key Employee Insurance. Company in its sole discretion shall have the right atits expense to purchase insurance on the life of Executive, in such amounts as it shall from timeto time determine, of which Company shall be the beneficiary. Executive shall submit to suchphysical examinations as may reasonably be required and shall otherwise cooperate with Company inobtaining such insurance.     6.4 Assignment; Benefit. This Agreement shall not be assignable by Executive, otherthan Executive’s rights to payments or benefits hereunder, which may be transferred only by will orthe laws of descent and distribution. Upon Executive’s death, this Agreement and all rights ofExecutive hereunder shall inure to the benefit of and be enforceable by Executive’s beneficiary orbeneficiaries, personal or legal representatives, or estate, to the extent any such person succeedsto Executive’sinterests under this Agreement. No rights or obligations of Company
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under this Agreement maybe assigned or transferred except to any successor to the Company’s business and/or assets (bymerger, purchase of stock or assets, or otherwise) which, to the extent not otherwise automaticallyprovided by operation of law, expressly assumes and agrees to perform this Agreement in the samemanner and to the same extent that Company would be required to perform if no such succession hadtaken place.     6.5 Notices. All notices hereunder shall be in writing and shall be deemedsufficiently given (i) if hand-delivered, on the date of delivery, (ii) if sent by documentedovernight delivery service, on the first business day after deposit with such service for overnightdelivery, and (iii) if sent by registered or certified mail, postage prepaid, return receiptrequested, on the third business day after deposit in the U.S. mail, in each case addressed as setforth below or at such other address for either party as may be specified in a notice given asprovided herein by such party to the other. Any and all service of process and any other notice inany such action, suit or proceeding shall be effective against any party if given as provided inthis Agreement; provided that nothing herein shall be deemed to affect the right of any party toserve process in any other manner permitted by law.     If to Company:Harris Interactive Inc.