Common use of Confidentiality and Business Interests Clause in Contracts

Confidentiality and Business Interests. 3.1 Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company. Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers). 3.5 Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

Confidentiality and Business Interests. 3.1 Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company. Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of ACCO Brands Restricted Stock Unit Award Agreement – February __, 2013 confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers). 3.5 Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

Confidentiality and Business Interests. 3.1 Grantee Xxxxxxx agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company. Grantee Xxxxxxx agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee Xxxxxxx receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or becomes publicly known by means other than GranteeXxxxxxx’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee Xxxxxxx agrees not to disclose to the Company nor to utilize in GranteeXxxxxxx’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to GranteeXxxxxxx’s employment by the Company (including prior employers). 3.5 Grantee shall deliver to the Company promptly upon the end of GranteeXxxxxxx’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of GranteeXxxxxxx’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

Confidentiality and Business Interests. 3.1 Grantee Participant agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his Participant’s employment for any reason, any Confidential Information except as provided below or required in his Participant’s employment with, 56257325v.5 or authorized in writing by, the Company. Grantee Participant agrees to keep confidential and not disclose or use, either during or after a termination of his Participant’s employment for any reason, any confidential information or trade secrets of others which Grantee Participant receives during the course of his Participant’s employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or subsequently becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment Athrough lawful means; (b) was known to Grantee Participant prior to disclosure to Grantee Participant by or on behalf of the Company and GranteeCompany; or (c) is received by Grantee Participant in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment Exhibit A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee Participant shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee Participant agrees not to disclose to the Company nor to utilize in GranteeParticipant’s work for the Company any confidential information or trade secrets of others known to Grantee Participant and obtained prior to GranteeParticipant’s employment by the Company (including prior employers). 3.5 Grantee Participant shall deliver to the Company promptly upon the end of GranteeParticipant’s employment employment, or upon written request by the Company, all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee Participant shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of GranteeParticipant’s employment, Grantee Participant shall immediately return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee Participant to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of GranteeParticipant’s authorized use of the Company’s systems. 3.6 In accordance with 18 U.S.C. § 1833(b), nothing in this Exhibit A, including the duties, obligations and restrictions identified in Sections 3.1, 3.3, 3.4 and/or 3.5 of this Exhibit A, shall prevent Participant from disclosing information, including Confidential Information, to a Federal, State, or local government official, either directly or indirectly, or to an attorney, when 56257325v.5 the purpose of disclosing the Confidential Information is the reporting or investigation of a suspected violation of the law; nor shall this Attachment, including the duties, obligations and restrictions identified in Sections 3.1, 3.3, 3.4 and/or 3.5 of this Exhibit A, prevent Participant from disclosing Confidential Information in a complaint (made under seal) where such disclosure is made in the context of whistleblowing.

Confidentiality and Business Interests. 3.1 Grantee Participant agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his Participant’s employment for any reason, any Confidential Information except as provided below or required in his Participant’s employment with, or authorized in writing by, the Company. Grantee Participant agrees to keep confidential and not disclose or use, either during or after a termination of his Participant’s employment for any reason, any confidential information or trade secrets of others which Grantee Participant receives during the course of his Participant’s employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence.. 56276266v.5 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or subsequently becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment Athrough lawful means; (b) was known to Grantee Participant prior to disclosure to Grantee Participant by or on behalf of the Company and GranteeCompany; or (c) is received by Grantee Participant in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment Exhibit A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee Participant shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee Participant agrees not to disclose to the Company nor to utilize in GranteeParticipant’s work for the Company any confidential information or trade secrets of others known to Grantee Participant and obtained prior to GranteeParticipant’s employment by the Company (including prior employers). 3.5 Grantee Participant shall deliver to the Company promptly upon the end of GranteeParticipant’s employment employment, or upon written request by the Company, all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee Participant shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of GranteeParticipant’s employment, Grantee Participant shall immediately return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee Participant to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of GranteeParticipant’s authorized use of the Company’s systems. 3.6 In accordance with 18 U.S.C. § 1833(b), nothing in this Exhibit A, including the duties, obligations and restrictions identified in Sections 3.1, 3.3, 3.4 and/or 3.5 of this Exhibit A, shall prevent Participant from disclosing information, including Confidential Information, to a Federal, State, or local government official, either directly or indirectly, or to an attorney, when the purpose of disclosing the Confidential Information is the reporting or investigation of a suspected violation of the law; nor shall this Attachment, including the duties, obligations and restrictions identified in Sections 3.1, 3.3, 3.4 and/or 3.5 of this Exhibit A, prevent Participant from disclosing Confidential Information in a complaint (made under seal) where such disclosure is made in the context of whistleblowing. 56276266v.5

Confidentiality and Business Interests. 3.1 Grantee Participant agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his Participant’s employment for any reason, any Confidential Information except as provided below or required in his Participant’s employment with, or authorized in writing by, the Company. Grantee Participant agrees to keep confidential and not disclose or use, either during or after a termination of his Participant’s employment for any reason, any confidential information or trade secrets of others which Grantee Participant receives during the course of his Participant’s employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or subsequently becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment Athrough lawful 55944235v.6 means; (b) was known to Grantee Participant prior to disclosure to Grantee Participant by or on behalf of the Company and GranteeCompany; or (c) is received by Grantee Participant in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment Exhibit A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee Participant shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee Participant agrees not to disclose to the Company nor to utilize in GranteeParticipant’s work for the Company any confidential information or trade secrets of others known to Grantee Participant and obtained prior to GranteeParticipant’s employment by the Company (including prior employers). 3.5 Grantee Participant shall deliver to the Company promptly upon the end of GranteeParticipant’s employment employment, or upon written request by the Company, all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee Participant shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of GranteeParticipant’s employment, Grantee Participant shall immediately return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee Participant to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of GranteeParticipant’s authorized use of the Company’s systems. 3.6 In accordance with 18 U.S.C. § 1833(b), nothing in this Exhibit A, including the duties, obligations and restrictions identified in Sections 3.1, 3.3, 3.4 and/or 3.5 of this Exhibit A, shall prevent Participant from disclosing information, including Confidential Information, to a Federal, State, or local government official, either directly or indirectly, or to an attorney, when the purpose of disclosing the Confidential Information is the reporting or investigation of a suspected violation of the law; nor shall this Attachment, including the duties, obligations and restrictions identified in Sections 3.1, 3.3, 3.4 and/or 3.5 of this Exhibit A, prevent Participant from disclosing Confidential Information in a complaint (made under seal) where such disclosure is made in the context of whistleblowing.

Confidentiality and Business Interests. 3.1 Grantee agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company. Grantee agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or becomes publicly known by means other than Grantee’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally ACCO Brands Stock Option Award Agreement - February __, 2013 known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee agrees not to disclose to the Company nor to utilize in Grantee’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to Grantee’s employment by the Company (including prior employers). 3.5 Grantee shall deliver to the Company promptly upon the end of Grantee’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of Grantee’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.

Confidentiality and Business Interests. 3.1 Grantee Xxxxxxx agrees to keep secret and confidential and neither use nor disclose, by any means, either during or after a termination of his employment for any reason, any Confidential Information except as provided below or required in his employment with, or authorized in writing by, the Company. Grantee Xxxxxxx agrees to keep confidential and not disclose or use, either during or after a termination of his employment for any reason, any confidential information or trade secrets of others which Grantee Xxxxxxx receives during the course of his employment with the Company for so long as and to the same extent as the Company is obligated to retain such information or trade secrets in confidence. 3.2 The obligations under this SECTION 3 shall not apply to Confidential Information to the extent that it: (a) is or becomes publicly known by means other than GranteeACCO Brands Performance Stock Units Award Agreement – February 2013 Xxxxxxx’s failure to perform his obligations under this Attachment A; (b) was known to Grantee prior to disclosure to Grantee by or on behalf of the Company and Grantee; or (c) is received by Grantee in good faith from a third party (not an Affiliate) which has no obligation of confidentiality to the Company with respect thereto. Notwithstanding anything contained herein to the contrary, Confidential Information shall not lose its protected status under this Attachment A if it becomes generally known to the public or to other persons through improper means. The Company’s confidential exchange of Confidential Information with a third party for business purposes shall not remove it from protection under this Attachment A. 3.3 If disclosure of Confidential Information is compelled by law, Grantee shall give the Company as much written notice as possible under the circumstances, shall refrain from use or disclosure for as long as the law allows, and shall cooperate with the Company to protect such information, including taking every reasonable step necessary to protect against unnecessary disclosure. 3.4 Grantee Xxxxxxx agrees not to disclose to the Company nor to utilize in GranteeXxxxxxx’s work for the Company any confidential information or trade secrets of others known to Grantee and obtained prior to GranteeXxxxxxx’s employment by the Company (including prior employers). 3.5 Grantee shall deliver to the Company promptly upon the end of GranteeXxxxxxx’s employment all written and other materials which constitute or contain Confidential Information or which are the property of the Company (regardless of media), and shall not remove, erase, destroy, impede the Company’s access to, or take any such written and other materials. Grantee shall preserve records on the Company customers, prospects, vendors, suppliers, and other business relationships, and shall not knowingly use these records to harm the Company’s business interests. Upon termination of GranteeXxxxxxx’s employment, Grantee shall return all such records, and any copies (tangible and intangible) to the Company. The Company is only authorizing Grantee to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests. Access or use of such systems to pursue personal business interests apart from the Company, to compete or to prepare to compete, or to otherwise knowingly undermine the Company’s interests (such as, by way of example, removing, erasing, impeding the Company’s access to, or destroying its records or programs) is strictly prohibited and outside the scope of Grantee’s authorized use of the Company’s systems.