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Sample Business Contracts

Non-Competition Agreement - The Corporate Executive Board Co., The Advisory Board Co. and David G. Bradley

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                           NON-COMPETITION AGREEMENT
                                       

     This Agreement is entered into effective January 1, 1999, by and among The
Corporate Executive Board Company, a Delaware corporation, including its
subsidiaries, successors and assigns (collectively, "CEB"), The Advisory Board
Company, a Maryland corporation, including its subsidiaries, successors and
assigns (collectively, "ABC") and David G. Bradley, including his successors,
assigns and any entity controlled by him (collectively, "Bradley").

     Whereas, CEB, ABC and Bradley desire to enter into an agreement to place
certain limitations on competition between CEB, on the one hand, and, on the
other hand, ABC and Bradley (ABC and Bradley together are referred to herein as
the "Bradley Parties").

     Now, Therefore, in consideration of the premises and covenants contained
herein and intending to be legally bound hereby, CEB, ABC and Bradley agree as
follows:

1.  Definitions.

     (a)  "Covered Services" shall mean membership based subscription services
          substantially similar to the services provided by ABC and CEB as of
          the date of this agreement, in which members receive a bundle of
          services incorporating a meaningful combination of the following:
          multi-client syndicated studies, meetings focused on discussions of
          syndicated studies, short answer custom research, and on site
          seminars.

     (b)  "Health Care Provider Company" shall mean any company or institution,
          or any division or subsidiary of any company or institution, that is
          principally engaged in the health care provider business, which shall
          include providers of patient care (such as hospitals, outpatient
          facilities, home health agencies and relevant government agencies) and
          providers of medical professional services (such as physician and
          nursing services and physician practice management companies).

     (c)  "Other Health Care Company" shall mean any company or institution, or
          any division or subsidiary of any company or institution, that is not
          a Health Care Provider Company and which is principally engaged in
          other types of health care business, including:   pharmaceuticals
          companies; medical supply companies; medical equipment companies;
          technology, software, communications, financing and services vendors
          selling predominantly to Health Care Provider Companies; companies
          providing health insurance; and managed care companies.

     (d)  "Non-Health Care Company" shall mean any company or institution, or
          any division or subsidiary of any company or institution, that is not
          a Health Care Provider Company or an Other Health Care Company.
<PAGE>

2.  Non-Competition.

     (a)  The Bradley Parties.  The Bradley Parties shall not offer or sell
          Covered Services to any Non-Health Care Companies.  Notwithstanding
          the forgoing, the Bradley Parties may:

          (i)   sell products and services to any company or institution, or any
                division or subsidiary of any company or institution, that is a
                Health Care Provider Company;

          (ii)  sell products and services to divisions and subsidiaries of
                companies other than Health Care Provider Companies, if such
                divisions or subsidiaries themselves are Health Care Provider
                Companies; and

          (iii) continue to renew pre-existing subscriptions with respect to
                those products and services that it has sold as of the closing
                date of the initial public offering of shares of Common Stock of
                CEB (the "Offering Date") to any then existing client, if such
                client was a subscriber to such products or services immediately
                prior to such subscription renewal and such products and
                services specifically address health care provider industry
                issues; and

          (iv)  offer and sell to any entity:

                (A)  magazines, newspapers and news services;

                (B)  advertising for its publications, news or on-line services;
                     and

                (C)  products and services that are specifically addressed to
                     and deal with advertising and promotion activities by
                     companies and institutions and advertising agencies,
                     provided that such products and services are offered only
                     to the offices and divisions of companies, institutions or
                     advertising agencies that are responsible for the placement
                     or designing of advertisements;

                (D)  products and services that are specifically addressed to
                     and deal with government relations and lobbying activities
                     by companies and institutions, provided that such products
                     and services are offered only to the offices and divisions
                     of companies or institutions that are responsible for
                     government relations and lobbying.

     (b)  CEB.  CEB shall not offer or sell Covered Services to Health Care
          Provider Companies.  Notwithstanding the forgoing, CEB may:

          (i)  sell its products and services to Non-Health Care Companies;

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<PAGE>

          (ii)  sell its products and services to divisions and subsidiaries of
                companies other than Non-Health Care Companies, if such
                divisions or subsidiaries are themselves Non-Health Care
                Companies; and

          (iii) continue to renew pre-existing subscriptions with respect to
                those products and services that it has sold as of the Offering
                Date to any then existing client, if such client was a
                subscriber to such products or services immediately prior to
                such subscription renewal and such products and services do not
                specifically address health care provider industry issues.

     (c)  Provision of Services to Other Health Care Companies.  Notwithstanding
          the forgoing:

          (i)   the Bradley Parties may sell Covered Services to Other Health
                Care Companies provided that Bradley Parties do not offer
                programs targeted to the same executives and covering the same
                subjects as that of CEB's Human Resources, Chief Financial
                Officer or General Counsel programs; and also provided that all
                research agendas, brochures and any other sales and marketing
                materials associated with such services make explicit the health
                care industry focus of such services.

          (ii)  CEB may sell Covered Services to Other Health Care Companies,
                only if such services are of a general business nature and are
                also sold by CEB principally to Non-Health Care Companies.

3.  Employees.

     (a)  Except as provided in Section 3(c) of this Agreement, the Bradley
          Parties shall not recruit or employ any person who is at the time of
          such recruitment an employee of CEB, or who was employed by CEB at any
          time during the 24-month period preceding the date of such recruitment
          or employment, unless CEB's chief executive officer consents to such
          recruitment and employment.

     (b)  CEB shall not recruit or employ any person who is at the time of such
          recruitment an employee of ABC or Bradley, or who was employed by ABC
          or Bradley at any time during the 24-month period preceding the date
          of such recruitment or employment, unless ABC's chief executive
          officer or Bradley, as the case may be, consents to such recruitment
          and employment.

     (c)  Bradley or ABC may hire Derek C. van Bever, the Chief Research Officer
          of CEB, at any time after January 1, 2002.

     (d)  Each of CEB and ABC shall incorporate in each of the noncompetition
          agreements that it has entered into, or will enter into, with its
          current or future employees provisions (the "Noncompetition
          Provision") that would prohibit such employee from competing with CEB
          or ABC, as the case may be, to the same extent and under the same
          terms and conditions that similar level employees

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<PAGE>

          generally are prohibited from competing with the company employing
          such employee, and that would impose similar restrictions on the use
          of confidential information. Neither CEB nor ABC shall waive any
          rights under, or agree to any settlements in connection with the
          enforcement of, the Noncompetition Provision contained in any
          noncompetition agreement without the prior written consent of the
          other company, but only to the extent that such waiver or such
          settlement relates to the rights of such other company. Each of CEB
          and ABC shall use its best efforts to enforce the Noncompetition
          Provision promptly upon being notified or becoming aware of a breach
          of such provision by any of its current or previous employees who are
          subject to the Noncompetition Provision; provided, however, that the
          company for whose benefit the Noncompetition Provision is being
          enforced shall pay all reasonable costs and expenses incurred in
          connection with such enforcement. In addition, each company may assert
          directly its own rights under the Noncompetition Provision with
          respect to current or previous employees of the other company to the
          maximum extent permitted by law.

4.  Name License.

     (a)  ABC continues to own all rights, title, interest and any other
          intellectual property or proprietary right in the name "The Advisory
          Board Company" and all derivations thereof, including but not limited
          to, "The Corporate Advisory Board Company" and CEB has no right or
          interest therein, except for the license granted in Section 4(b)
          below.

     (b)  ABC hereby grants an exclusive, non-transferable, royalty-free, paid-
          up license to CEB to use the derivative name "The Corporate Advisory
          Board Company" for a period of two years from the date of this
          Agreement only for Transitional Purposes, provided that, the name "The
          Corporate Advisory Board Company" may be used for recruiting of
          prospective employees only if CEB receives prior written approval from
          ABC.  "Transitional Purposes" shall mean for purposes of this Section,
          use of the name to inform the general public that The Corporate
          Advisory Board Company has changed its name to The Corporate Executive
          Board Company.  Upon the expiration of the two year period, all
          rights, title and interest in the name "The Corporate Advisory Board
          Company" will revert back to ABC.

     (c)  ABC shall not use the name "The Corporate Advisory Board Company" or
          any other derivation of its name with the word "Corporate" during the
          term of this agreement.

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<PAGE>

5.  Term.

     The term of this Agreement will commence on the date first written in the
preamble above and will end on the date that is five years from such date.

6.  Further Assurances.

     CEB, ABC and Bradley agree that at any time and from time to time, upon
written request, they will execute and deliver such further documents and do
such further acts and things as may be reasonably requested in order to
effectuate the purposes of this Agreement and the transactions contemplated
hereby.

7.  Governing Law.

     This Agreement will be governed by and construed in accordance with the
internal laws of the State of Delaware (excluding its choice of law rules).

8.  Arbitration.

     The parties shall endeavor to settle all disputes by amicable negotiations.
Any claim, dispute, disagreement or controversy that arises among the parties
("Disputed Matter") relating to this Agreement that is not amicably settled
shall be referred to and settled by arbitration administered by the American
Arbitration Association in accordance with the Expedited Procedures of the
Commercial Arbitration Rules of the American Arbitration Association (the "AAA
Rules") by a single arbitrator who is mutually agreeable to the parties.  If the
parties are unable to agree upon an arbitrator, one arbitrator shall be selected
in accordance with the AAA Rules.  All proceedings in any such arbitration shall
be conducted in Washington, D.C.  Each party to such arbitration proceeding
shall bear its respective costs, fees and expenses in connection with such
arbitration.  Upon a final determination by the arbitrator with respect to the
Disputed Matter, the arbitrator shall notify the parties (such notice being the
"Arbitration Order").  Any judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.  Jurisdiction of such
arbitrator shall be exclusive as to disputes among the parties relating to this
Agreement and each of the parties agrees that this Agreement to arbitrate shall
be specifically enforceable under the laws of the respective domiciliary
jurisdictions of the parties.  None of the parties shall have the right to
appeal the Arbitration Order or otherwise to submit a dispute relating to this
Agreement to a court of law.

9.  Counterparts.

     This Agreement may be executed in counterparts, each of which will
constitute an original and all of which will be one and the same document.


           [The remainder of this page is intentionally left blank.]

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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first written above.


                              THE CORPORATE EXECUTIVE BOARD COMPANY


                                  /s/ James J. McGonigle
                              ------------------------------
                              By:  James J. McGonigle
                              Its: Chief Executive Officer



                              THE ADVISORY BOARD COMPANY



                                  /s/ Jeffrey D. Zients
                              ------------------------------
                              By:  Jeffrey D. Zients
                              Its: Chief Executive Officer



                                  /s/ David G. Bradley      
                              ------------------------------    
                                     David G. Bradley

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