Common use of Other Important Provisions Clause in Contracts

Other Important Provisions. (1) No provision of this Agreement shall diminish, negate or otherwise impact any separate noncompete or confidentiality agreement to which I may be a party. I acknowledge and agree that the provisions contained in this Agreement are being made for, among other things, the benefit of D&B to protect the D&B Group’s business operations and confidential information and trade secrets. I further acknowledge that execution of this Agreement is a voluntary act on my part in consideration for the valuable consideration offered to me by D&B. (2) I acknowledge that the options, SARs and/or other D&B equity-based awards and the cash components of the Leadership Grant under the LCP, which have been granted or may be granted to me by D&B, are an extraordinary benefit, not part of any wages paid to me by the D&B Group, and that such options, SARs and other D&B equity-based awards and cash components have been or may be granted to me by D&B as an incentive to motivate me in my efforts for the D&B Group. (3) I acknowledge and agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding (“Tax-Related Items”) is and remains my responsibility and liability and that the D&B Group (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option and the subsequent sale of shares acquired pursuant to such exercise; and (b) does not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate my liability for Tax-Related Items. Prior to exercise of any option, I shall pay or make adequate arrangements satisfactory to the D&B Group to satisfy all withholding obligations of the D&B Group. In this regard, I authorize the D&B Group to withhold all applicable Tax-Related Items legally payable by me from my wages or other cash compensation paid to me by the D&B Group or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the D&B Group may sell or arrange for the sale of shares that I am due to acquire to meet the minimum withholding obligation for Tax-Related Items. Any estimated withholding that is not required in satisfaction of any Tax Related Items will be repaid to me by the D&B Group. Finally, I shall pay to the D&B Group any amount of any Tax-Related Items that the D&B Group may be required to withhold as a result of my participation in the LCP (as well as its predecessor) or my purchase of shares that cannot be satisfied by the means previously described. (4) I understand that the D&B Group holds certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in The Dun & Bradstreet Corporation, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the LCP (as well as its predecessor and successor programs) (“Data”). I explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal Data by and among, as applicable, members of the D&B Group for the exclusive purpose of implementing, administering and managing my participation in the LCP (as well as its predecessor and successor programs). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the LCP (as well as its predecessor and successor programs), that these recipients may be located in my country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the LCP (as well as its predecessor and successor programs), including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the option. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the LCP (as well as its predecessor and successor programs). I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing my local human resources representative. I understand that withdrawal of consent may affect my ability to exercise or realize benefits from the grants made to me. (5) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws. Any dispute arising out of, concerning or relating to this Agreement, or to the breach, termination, enforcement or validity thereof, shall be submitted to binding arbitration in New York, New York before three arbitrators, under the Commercial Rules of the American Arbitration Association, or, should I have my primary residence outside the United States at the day of the commencement of the arbitration, the International Rules of the American Arbitration Association. The party commencing the arbitration shall file, with its notice of arbitration, a detailed statement of its claim and its nomination of an arbitrator. The second party shall respond with a detailed statement of defense within 20 days after receiving the statement of claim. Within 20 days after the nomination of the two arbitrators, the arbitrators or the parties shall agree on a third arbitrator. Should they fail to do so, the American Arbitration Association will appoint the third arbitrator, who will preside as chairman. Within 20 days after the appointment of the presiding arbitrator, the parties’ representatives and the arbitrators will confer for the purposes of, inter alia, establishing a binding schedule for the remainder of the proceedings. No discovery will be permitted, without the consent of all parties, beyond the disclosure by the parties of all documents directly relating to claims, defenses and counterclaims. All hearings will be completed within 90 days of the last date of the conference. A reasoned award shall be issued by the arbitrators within 30 days of the last day of the hearings. The arbitrators may not award punitive or exemplary damages. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The parties shall not disclose, and shall keep strictly confidential, the contents of any testimony given or documents provided, in discovery or offered in evidence, or the evidence or contents of any award issued by the arbitrators, unless disclosure is required by law or in connection with a proceeding to confirm, vacate and/or enforce such award or any judgment entered thereon, in which case all reasonable steps will be taken by the parties to maintain, to the extent possible, the above-described confidential treatment. (6) I agree that if any provision in this Agreement is finally determined not to be enforceable in the manner set forth in this Agreement, that such provision should be enforceable to the maximum extent possible under applicable law and that the provision shall be reformed to make it enforceable. Alternatively, in the discretion of D&B, said provision shall be stricken from this Agreement and the remainder of this Agreement shall remain in full force and effect. (7) I acknowledge that this Agreement does not confer upon me any right of continued employment for any period of time and is not an employment contract. (8) The failure of D&B to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or of any other provision. Any waiver or modification of the terms of this Agreement will only be effective if reduced to writing and signed by both me and the Chief Executive Officer of D&B. (9) This Agreement constitutes the entire understanding between me and D&B with respect to the subject matter of this Agreement and, unless otherwise specified in this Agreement (such as in paragraph e(1) above), supersedes all prior oral

Other Important Provisions. (1) No A. Your employment will continue to be subject to Leucadia’s policies and procedures, all of which may be amended from time to time. As a condition of your continued employment, you must review and comply with all of Leucadia’s policies, including, without limitation, the policies regarding notice periods, non-competition, non-solicitation, confidential information, and intellectual property. B. This Agreement constitutes the entire agreement between you and Leucadia with respect to the subject matters in this Agreement, and supersedes all prior or contemporaneous negotiations, promises, agreements and representations, all of which have become merged and integrated into this Agreement. The provisions in this Agreement are severable. Any provisions in this Agreement held to be unenforceable or invalid in any jurisdiction shall not affect the enforceability the remaining provisions. In addition, any provision of this Agreement held to be excessively broad as to degree, duration, geographical scope, activity or subject, shall diminish, negate or otherwise impact any separate noncompete or confidentiality agreement be construed by limiting and reducing it to which I may be a partyenforceable to the extent compatible with the applicable law. I acknowledge and agree that Leucadia reserves the provisions contained in this Agreement are being made for, among other things, right to amend the benefit of D&B to protect the D&B Group’s business operations and confidential information and trade secrets. I further acknowledge that execution terms of this Agreement is a voluntary act on my part relating to fixed and/or variable compensation as it considers necessary to comply with legal or regulatory obligations in consideration for the valuable consideration offered force from time to me by D&B. (2) I acknowledge that the options, SARs and/or other D&B equity-based awards and the cash components of the Leadership Grant under the LCP, which have been granted or may be granted to me by D&B, are an extraordinary benefit, not part of any wages paid to me by the D&B Group, and that such options, SARs and other D&B equity-based awards and cash components have been or may be granted to me by D&B as an incentive to motivate me in my efforts for the D&B Grouptime. (3) I acknowledge and agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding (“Tax-Related Items”) is and remains my responsibility and liability and that the D&B Group (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option and the subsequent sale of shares acquired pursuant to such exercise; and (b) does not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate my liability for Tax-Related Items. Prior to exercise of any option, I shall pay or make adequate arrangements satisfactory to the D&B Group to satisfy all withholding obligations of the D&B Group. In this regard, I authorize the D&B Group to withhold all applicable Tax-Related Items legally payable by me from my wages or other cash compensation paid to me by the D&B Group or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the D&B Group may sell or arrange for the sale of shares that I am due to acquire to meet the minimum withholding obligation for Tax-Related Items. Any estimated withholding that is not required in satisfaction of any Tax Related Items will be repaid to me by the D&B Group. Finally, I shall pay to the D&B Group any amount of any Tax-Related Items that the D&B Group may be required to withhold as a result of my participation in the LCP (as well as its predecessor) or my purchase of shares that cannot be satisfied by the means previously described. (4) I understand that the D&B Group holds certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in The Dun & Bradstreet Corporation, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the LCP (as well as its predecessor and successor programs) (“Data”). I explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal Data by and among, as applicable, members of the D&B Group for the exclusive purpose of implementing, administering and managing my participation in the LCP (as well as its predecessor and successor programs). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the LCP (as well as its predecessor and successor programs), that these recipients may be located in my country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the LCP (as well as its predecessor and successor programs), including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the option. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the LCP (as well as its predecessor and successor programs). I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing my local human resources representative. I understand that withdrawal of consent may affect my ability to exercise or realize benefits from the grants made to me. (5) C. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York York, without reference giving effect to its principles or rules of conflicts of laws. Any dispute arising out of, concerning or relating to this Agreement, or to the breach, termination, enforcement or validity thereof, shall be submitted to binding arbitration in New York, New York before three arbitrators, under the Commercial Rules of the American Arbitration Association, or, should I have my primary residence outside the United States at the day of the commencement of the arbitration, the International Rules of the American Arbitration Association. The party commencing the arbitration shall file, with its notice of arbitration, a detailed statement of its claim and its nomination of an arbitrator. The second party shall respond with a detailed statement of defense within 20 days after receiving the statement of claim. Within 20 days after the nomination of the two arbitrators, the arbitrators or the parties shall agree on a third arbitrator. Should they fail to do so, the American Arbitration Association will appoint the third arbitrator, who will preside as chairman. Within 20 days after the appointment of the presiding arbitrator, the parties’ representatives and the arbitrators will confer for the purposes of, inter alia, establishing a binding schedule for the remainder of the proceedings. No discovery will be permitted, without the consent of all parties, beyond the disclosure by the parties of all documents directly relating to claims, defenses and counterclaims. All hearings will be completed within 90 days of the last date of the conference. A reasoned award shall be issued by the arbitrators within 30 days of the last day of the hearings. The arbitrators may not award punitive or exemplary damages. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The parties shall not disclose, and shall keep strictly confidential, the contents of any testimony given or documents provided, in discovery or offered in evidence, or the evidence or contents of any award issued by the arbitrators, unless disclosure is required by law or in connection with a proceeding to confirm, vacate and/or enforce such award or any judgment entered thereon, in which case all reasonable steps will be taken by the parties to maintain, to the extent possiblethat such principles or rules would require or permit the application of the law of another jurisdiction. You hereby consent to the personal jurisdiction of the state and federal courts sitting in the City and State of New York with respect to matters related to your employment or this Agreement, the above-described confidential treatmentand agree that any action with respect thereto shall be brought in such courts. (6) I D. Leucadia’s rights under this Agreement shall inure to the benefit of Leucadia’s successors and assigns. This Agreement is not assignable by you. E. You will be designated as a named insured on any directors’ and officers’ liability insurance Leucadia may have. To the extent permitted by law and Leucadia’s certificate of incorporation and bylaws, Leucadia will indemnify you against any actual or threatened action, suit or proceeding against you, whether civil, criminal, administrative or investigative, arising by reason of your status as a director, officer, employee and/or agent of Leucadia during your employment. In addition, to the extent permitted by law, Leucadia will advance or reimburse any expenses, including reasonable attorney’s fees, you incur in investigating and defending any actual or threatened action, suit or proceeding for which you may be entitled to indemnification under this Section IV.E. F. You acknowledge and agree that if any provision in you have read and understand this Agreement is finally determined not Agreement, you voluntarily agree to be enforceable in the manner set forth terms and conditions in this Agreement, that such provision should be enforceable and you have been provided with the opportunity to the maximum extent possible under applicable law and that the provision shall be reformed consult with independent legal counsel of your choice prior to make it enforceable. Alternatively, in the discretion of D&B, said provision shall be stricken from executing this Agreement and the remainder of this Agreement shall remain in full force and effectAgreement. (7) I acknowledge that this Agreement does not confer upon me any right of continued employment for any period of time and is not an employment contract. (8) The failure of D&B to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or of any other provision. Any waiver or modification of the terms of this Agreement will only be effective if reduced to writing and signed by both me and the Chief Executive Officer of D&B. (9) This Agreement constitutes the entire understanding between me and D&B with respect to the subject matter of this Agreement and, unless otherwise specified in this Agreement (such as in paragraph e(1) above), supersedes all prior oral

Other Important Provisions. (1) No provision of this Agreement shall diminish, negate or otherwise impact any separate noncompete or confidentiality agreement to which I may be a party. I acknowledge and agree that the provisions contained in this Agreement are being made for, among other things, the benefit of D&B to protect the D&B Group’s 's business operations and confidential information and trade secrets. I further acknowledge that execution of this Agreement is a voluntary act on my part in consideration for the valuable consideration offered to me by D&B. (2) I acknowledge that the options, SARs and/or and other D&B equity-based awards and the cash components of the Leadership Grant under the LCP, which have been granted or may be granted to me by D&B, D&B are an extraordinary benefit, not part of any wages paid to me by the D&B Group, and that such options, SARs and other D&B equity-based awards and cash components have been or may be granted to me by D&B as an incentive to motivate me in my efforts for the D&B Group. (3) I acknowledge and agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding (“Tax-Related Items”) is and remains my responsibility and liability and that the D&B Group (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option and the subsequent sale of shares acquired pursuant to such exercise; and (b) does not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate my liability for Tax-Related Items. Prior to exercise of any option, I shall pay or make adequate arrangements satisfactory to the D&B Group to satisfy all withholding obligations of the D&B Group. In this regard, I authorize the D&B Group to withhold all applicable Tax-Related Items legally payable by me from my wages or other cash compensation paid to me by the D&B Group or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the D&B Group may sell or arrange for the sale of shares that I am due to acquire to meet the minimum withholding obligation for Tax-Related Items. Any estimated withholding that is not required in satisfaction of any Tax Related Items will be repaid to me by the D&B Group. Finally, I shall pay to the D&B Group any amount of any Tax-Related Items that the D&B Group may be required to withhold as a result of my participation in the LCP (as well as its predecessor) or my purchase of shares that cannot be satisfied by the means previously described. (4) I understand that the D&B Group holds certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in The Dun & Bradstreet Corporation, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the LCP (as well as its predecessor and successor programs) (“Data”). I explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal Data by and among, as applicable, members of the D&B Group for the exclusive purpose of implementing, administering and managing my participation in the LCP (as well as its predecessor and successor programs). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the LCP (as well as its predecessor and successor programs), that these recipients may be located in my country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the LCP (as well as its predecessor and successor programs), including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise of the option. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the LCP (as well as its predecessor and successor programs). I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing my local human resources representative. I understand that withdrawal of consent may affect my ability to exercise or realize benefits from the grants made to me. (5) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws. Any dispute arising out of, concerning or relating to this Agreement, or to the breach, termination, enforcement or validity thereof, shall be submitted to binding arbitration in New York, New York before three arbitrators, under the Commercial Rules of the American Arbitration Association, or, should I have my primary residence outside the United States at the day of the commencement of the arbitration, the International Rules of the American Arbitration Association. The party commencing the arbitration shall file, with its notice of arbitration, a detailed statement of its claim and its nomination of an arbitrator. The second party shall respond with a detailed statement of defense within 20 days after receiving the statement of claim. Within 20 days after the nomination of the two arbitrators, the arbitrators or the parties shall agree on a third arbitrator. Should they fail to do so, the American Arbitration Association will appoint the third arbitrator, who will preside as chairman. Within 20 days after the appointment of the presiding arbitrator, the parties’ ' representatives and the arbitrators will confer for the purposes of, inter alia, establishing a binding schedule for the remainder of the proceedings. No discovery will be permitted, without the consent of all parties, beyond the disclosure by the parties of all documents directly relating to claims, defenses and counterclaims. All hearings will be completed within 90 days of the last date of the conference. A reasoned award shall be issued by the arbitrators within 30 days of the last day of the hearings. The arbitrators may not award punitive or exemplary damages. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The parties shall not disclose, and shall keep strictly confidential, the contents of any testimony given or documents provided, in discovery or offered in evidence, or the evidence or contents of any award issued by the arbitrators, unless disclosure is required by law or in connection with a proceeding to confirm, vacate and/or enforce such award or any judgment entered thereon, in which case all reasonable steps will be taken by the parties to maintain, to the extent possible, the above-described confidential treatment. (64) I agree that if any provision in this Agreement is finally determined not to be enforceable in the manner set forth in this Agreement, that such provision should be enforceable to the maximum extent possible under applicable law and that the provision shall be reformed to make it enforceable. Alternatively, in the discretion of D&B, said provision shall be stricken from this Agreement and the remainder of this Agreement shall remain in full force and effect. (75) I acknowledge that this Agreement does not confer upon me any right of continued employment for any period of time and is not an employment contract. (8) 6) The failure of D&B to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or of any other provision. Any waiver or modification of the terms of this Agreement will only be effective if reduced to writing and signed by both me and the Chief Executive Officer of D&B. (97) This Agreement constitutes the entire understanding between me and D&B with respect to the subject matter of this Agreement and, unless otherwise specified in this Agreement (such as in paragraph e(1) above), supersedes all prior oraloral agreements, understandings and arrangements between me and D&B with respect to the subject matter of this Agreement.