Common use of Wisconsin Clause in Contracts

Wisconsin. For so long as Employee resides in Wisconsin and is subject to Wisconsin law: (a) Employee’s nondisclosure obligation in Paragraph 2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade Secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) is rewritten as follows: “While employed and for a period of one (1) year from the date of the termination of Employee’s employment, I will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company. As used in this paragraph, an employee is a “Covered Employee” if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the Look Back Period. An employee in a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, research and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the Company’s customers.” APPENDIX B Statement Regarding Prior Inventions, Works & Trademarks Employee seeks to exclude his or her Prior Works (Invention, Work, or Trademark) listed below from assignment to the Employer under Paragraph 7(f) of the attached Agreement (if there are none, write “none” or leave the section below blank): Employee agrees not to disclose the trade secrets of any third party in describing the Prior Work. If additional pages are attached to provide a description, this fact and the number of pages attached are described above. Employee: Date: (signature) Exhibit B Tax Equalization Policy for U.S. Business Travelers SXXXX employees who travel outside of the U.S. for Company business may become taxable in the foreign jurisdiction under the country’s tax law. Additionally, SXXXX may have a corporate obligation to withhold and remit foreign income tax for the individual under the foreign jurisdiction’s tax law. When either/both of these situations occur, the Company will pay the foreign tax related to SXXXX compensation in the foreign jurisdiction. The individual employee will then be required to participate in the tax equalization program. The underlying premise of tax equalization is for the U.S. business traveler to bear approximately the same tax cost in the U.S. (income and Social Security tax) as if all work were performed in the U.S. Accordingly, taxes should not be a factor in determining whether international travel will be accepted as part of the individual’s job responsibilities. When the Company pays foreign tax on the individual’s behalf, the payment is required to be reported as wage income in the U.S. Form W-2. Additionally, the individual will be able to claim a foreign tax credit on his personal income tax return for the taxes paid by the Company. The tax equalization calculation will remove the foreign tax reimbursement from wage income and the foreign tax credit from the tax calculation to arrive at the tax liability the individual would have incurred had he worked in the U.S. the entire year. The result is the individual’s stay at home tax liability which is his final U.S. tax responsibility.

Wisconsin. For so long as Employee resides in Wisconsin and is subject to Wisconsin law: (a) Employee’s nondisclosure obligation in Paragraph 2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade Secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) is rewritten as follows: “While employed and for a period of one (1) year from the date of the termination of Employee’s employment, I will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company. As used in this paragraph, an employee is a “Covered Employee” if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the Look Back Period. An employee in a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, research and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the Company’s customers.” APPENDIX B Statement Regarding Prior Inventions, Works & Trademarks Employee seeks to exclude his or her Prior Works (Invention, Work, or Trademark) listed below from assignment to the Employer under Paragraph 7(f) of the attached Agreement (if there are none, write “none” or leave the section below blank): Employee agrees not to disclose the trade secrets of any third party in describing the Prior Work. If additional pages are attached to provide a description, this fact and the number of pages attached are described above. Employee: ___________________________ Date: ___________________ (signature) Exhibit B Tax Equalization Policy for U.S. Business Travelers SXXXX employees who travel outside of the U.S. for Company business may become taxable in the foreign jurisdiction under the country’s tax law. Additionally, SXXXX may have a corporate obligation to withhold and remit foreign income tax for the individual under the foreign jurisdiction’s tax law. When either/both of these situations occur, the Company will pay the foreign tax related to SXXXX compensation in the foreign jurisdiction. The individual employee will then be required to participate in the tax equalization program. The underlying premise of tax equalization is for the U.S. business traveler to bear approximately the same tax cost in the U.S. (income and Social Security tax) as if all work were performed in the U.S. Accordingly, taxes should not be a factor in determining whether international travel will be accepted as part of the individual’s job responsibilities. When the Company pays foreign tax on the individual’s behalf, the payment is required to be reported as wage income in the U.S. Form W-2. Additionally, the individual will be able to claim a foreign tax credit on his personal income tax return for the taxes paid by the Company. The tax equalization calculation will remove the foreign tax reimbursement from wage income and the foreign tax credit from the tax calculation to arrive at the tax liability the individual would have incurred had he worked in the U.S. the entire year. The result is the individual’s stay at home tax liability which is his final U.S. tax responsibility.)

Wisconsin. For If I reside in Wisconsin, for so long as Employee resides I reside in Wisconsin and is am subject to Wisconsin law, then the following applies to me: (a) Employee’s nondisclosure obligation with respect to Confidential Information which (1) is a Trade Secret, my confidentiality obligations shall continue indefinitely until the information is no longer considered a Trade Secret under applicable law; or (2) is not a Trade Secret, my confidentiality obligations shall continue in Paragraph 2 shall extend for a period duration until the first to occur of the following: (i) three (3) years after Employee’s has elapsed since termination as to of my employment with the Company for any reason, or (ii) the Confidential Information that does not qualify for protection as has been made generally available to the public either by the Company or by a trade secret. Trade Secret information shall be protected from disclosure as long as third party with the information at issue continues to qualify as a trade secretCompany’s consent and through no wrongful action by me; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) is rewritten as follows: “While employed and for a period of one (1) year from the date of the termination Section 4.6 shall not apply. EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description No inventions or improvements Additional sheets attached Signature of Employee’s employment, I will not participate in soliciting any Covered Employee : Print Name of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company. As used in this paragraph, an employee is a “Covered Employee” if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the Look Back Period. An employee in a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, research and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the Company’s customers.” APPENDIX B Statement Regarding Prior Inventions, Works & Trademarks Employee seeks to exclude his or her Prior Works (Invention, Work, or Trademark) listed below from assignment to the Employer under Paragraph 7(f) of the attached Agreement (if there are none, write “none” or leave the section below blank): Employee agrees not to disclose the trade secrets of any third party in describing the Prior Work. If additional pages are attached to provide a description, this fact and the number of pages attached are described above. Employee: Date: (signature) Exhibit EXHIBIT B Tax Equalization Policy for U.S. Business Travelers SXXXX employees who travel outside The following is a list of all prior agreements with former employers or others to which I am a party in which I agreed to maintain the confidentiality of the U.S. for Company business may become taxable in information of, or not to compete with or solicit the foreign jurisdiction employees or customers of, a third party. No Agreements See below Additional sheets attached I hereby acknowledge and affirm that I have complied with, and will comply with, my obligations under the country’s tax law. Additionallyagreements identified in this Exhibit B, SXXXX including but not limited to any confidentiality, non-compete, and non-solicit obligations I owe or owed to any former employers or others, and that I do not reasonably anticipate that my employment with the Company may violate any existing obligations I have a corporate obligation to withhold and remit foreign income tax for the individual under the foreign jurisdiction’s tax lawagreements. When either/both Signature of these situations occurEmployee: Print Name of Employee: Date: EXHIBIT C TERMINATION CERTIFICATION This is to certify that I do not have in my possession, and I have not failed to return, any Materials or other property belonging to Zillow, Inc., its subsidiaries, affiliates, successors or assigns (together, the Company “Company”). I further certify that I have complied with all the terms of the Company’s Proprietary Rights Agreement signed by me, including the reporting of any Inventions conceived or made by me (solely or jointly with others) covered by that Agreement. I understand that I will pay continue to be subject to written post-employment obligations that I entered into with the foreign tax related to SXXXX compensation Company, which prohibit me from engaging in the foreign jurisdictioncertain conduct. The individual employee will then be required to participate in the tax equalization program. The underlying premise of tax equalization is for the U.S. business traveler to bear approximately the same tax cost in the U.S. (income and Social Security tax) as if all work were performed in the U.S. AccordinglyThis prohibited conduct may include, taxes should but not be a factor in determining whether international travel will be accepted as part limited to, restrictions on my ability to use, disclose, publish, or distribute certain information, inventions, and intellectual property, to solicit employees and consultants, to solicit customers or prospective customers of the individualCompany, or, during a defined time period post-employment, to enter into certain employment and other relationships. Signature of Employee: Print Name of Employee: Date: EXHIBIT D NOTIFICATION TO NEW EMPLOYERS Dear [name of new employer’s job responsibilitiespresident]: We understand that our former employee, [name of employee], has accepted employment with your company. When This letter is to advise you that [name of employee] signed a Proprietary Rights Agreement with Zillow, Inc. that remains in full force and effect. At the Company pays foreign tax on time [name of employee] left our company, we advised [him/her] of [his/her] continuing obligations under the individual’s behalfAgreement and [name of employee] signed a Termination Certificate affirming [his/her] obligations under the Agreement. A copy of the Termination Certificate, the payment dated __________, 20__, is required to enclosed so that any conflict with these obligations can be reported as wage income in the U.S. Form W-2avoided during [his/her] employment with you. Additionally, the individual will be able to claim a foreign tax credit on his personal income tax return for the taxes paid by the Company. The tax equalization calculation will remove the foreign tax reimbursement from wage income and the foreign tax credit from the tax calculation to arrive at the tax liability the individual would have incurred had he worked in the U.S. the entire year. The result is the individual’s stay at home tax liability which is his final U.S. tax responsibility.Very truly yours,

Wisconsin. For If I reside in Wisconsin, for so long as Employee resides I reside in Wisconsin and is am subject to Wisconsin lawlaw (meaning the choice of law provision in Section 7.5 is disregarded), then the following applies to me: (a) Employee’s nondisclosure obligation with respect to Confidential Information which (1) is a Trade Secret, my confidentiality obligations shall continue indefinitely until the information is no longer considered a Trade Secret under applicable law; or (2) is not a Trade Secret, my confidentiality obligations shall continue in Paragraph 2 shall extend for a period duration until the first to occur of the following: (i) three (3) years after Employee’s has elapsed since termination as to of my employment with the Company for any reason, or (ii) the Confidential Information that does not qualify for protection as has been made generally available to the public either by the Company or by a trade secret. Trade Secret information shall be protected from disclosure as long as third party with the information at issue continues to qualify as a trade secretCompany’s consent and through no wrongful action by me; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) Section 4.6 shall not apply. EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description No inventions or improvements Additional Sheets Attached Signature of Employee: Print Name of Employee: Date: EXHIBIT B The following is rewritten as follows: “While employed and for a period list of one (1) year from all prior agreements with former employers or others to which I am a party in which I agreed to maintain the date confidentiality of the termination information of, or not to compete with or solicit the employees or customers of, a third party. No Agreements See below Additional sheets attached I hereby acknowledge and affirm that I have complied with, and will comply with, my obligations under the agreements identified in this Exhibit B, including but not limited to any confidentiality, non-compete, and non-solicit obligations I owe or owed to any former employers or others, and that I do not reasonably anticipate that my employment with the Company may violate any existing obligations I have under the agreements. Signature of Employee: Print Name of Employee: Date: EXHIBIT C TERMINATION CERTIFICATION This is to certify that I do not have in my possession, and I have not failed to return, any Materials or other property belonging to Zillow, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”). I further certify that I have complied with all the terms of the Company’s employmentProprietary Rights Agreement signed by me, including the reporting of any Inventions conceived or made by me (solely or jointly with others) covered by that Agreement. I further agree that, in compliance with the Agreement, I will not participate in soliciting use, disclose, publish or distribute any Covered Employee of the Company Confidential Information, Inventions, Materials or Intellectual Property. I will continue to be subject to written post-employment obligations that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company. As used in this paragraph, an employee is a “Covered Employee” if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the Look Back Period. An employee in a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, research and development, or similar role where the employee is provided Confidential Information or is involved in business dealings entered into with the Company’s customers.” APPENDIX B Statement Regarding Prior Inventions, Works & Trademarks Employee seeks which prohibit me from engaging in certain conduct. This prohibited conduct may (as allowed by applicable law) include, but not be limited to, restrictions on my ability to exclude his or her Prior Works (Invention, Worksolicit employees and consultants, or Trademark) listed below from assignment to the Employer under Paragraph 7(f) solicit customers or prospective customers of the attached Company, or to enter into certain types of prohibited relationships with Competing Businesses. The details of these restrictions are fully set forth in the Proprietary Rights Agreement (if there are nonesigned by me, write “none” or leave which I have received an additional copy of in conjunction with the section below blank): Employee agrees not to disclose the trade secrets termination of any third party in describing the Prior Workmy employment. If additional pages are attached to provide a description, this fact and the number Signature of pages attached are described above. Employee: Print Name of Employee: Date: (signature) Exhibit B Tax Equalization Policy for U.S. Business Travelers SXXXX employees who travel outside EXHIBIT D NOTIFICATION TO NEW EMPLOYERS Dear [name of new employer’s president]: We understand that our former employee, [name of employee], has accepted employment with your company. This letter is to advise you that [name of employee] signed a Proprietary Rights Agreement with Zillow, Inc. that remains in full force and effect. At the time [name of employee] left our company, we advised [him/her] of [his/her] continuing obligations under the Agreement and [name of employee] signed a Termination Certificate affirming [his/her] obligations under the Agreement. A copy of the U.S. for Company business may become taxable in the foreign jurisdiction under the country’s tax lawTermination Certificate, dated _________, 20_, is enclosed so that any conflict with these obligations can be avoided during [his/her] employment with you. Additionally, SXXXX may have a corporate obligation to withhold and remit foreign income tax for the individual under the foreign jurisdiction’s tax law. When either/both of these situations occur, the Company will pay the foreign tax related to SXXXX compensation in the foreign jurisdiction. The individual employee will then be required to participate in the tax equalization program. The underlying premise of tax equalization is for the U.S. business traveler to bear approximately the same tax cost in the U.S. (income and Social Security tax) as if all work were performed in the U.S. Accordingly, taxes should not be a factor in determining whether international travel will be accepted as part of the individual’s job responsibilities. When the Company pays foreign tax on the individual’s behalf, the payment is required to be reported as wage income in the U.S. Form W-2. Additionally, the individual will be able to claim a foreign tax credit on his personal income tax return for the taxes paid by the Company. The tax equalization calculation will remove the foreign tax reimbursement from wage income and the foreign tax credit from the tax calculation to arrive at the tax liability the individual would have incurred had he worked in the U.S. the entire year. The result is the individual’s stay at home tax liability which is his final U.S. tax responsibility.Very truly yours,

Wisconsin. For so long as Employee resides in Wisconsin and is subject to Wisconsin law: (a) Employee’s nondisclosure obligation in Paragraph 2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade Secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) is rewritten as follows: “While employed and for a period of one (1) year from the date of the termination of Employee’s employment, I will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company. As used in this paragraph, an employee is a “Covered Employee” if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the Look Back Period. An employee in a “Sensitive Position” refers to an employee of the Company who is in a management, supervisory, sales, research and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the Company’s customers.” APPENDIX B Statement Regarding Prior Inventions, Works & Trademarks Employee seeks to exclude his or her Prior Works (Invention, Work, or Trademark) listed below from assignment to the Employer under Paragraph 7(f) of the attached Agreement (if there are none, write “none” or leave the section below blank): __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Employee agrees not to disclose the trade secrets of any third party in describing the Prior Work. If additional pages are attached to provide a description, this fact and the number of pages attached are described above. Employee: ___________________________ Date: ___________________ (signature) Exhibit B Tax Equalization Policy for U.S. Business Travelers SXXXX employees who travel outside of the U.S. for Company business may become taxable in the foreign jurisdiction under the country’s tax law. Additionally, SXXXX may have a corporate obligation to withhold and remit foreign income tax for the individual under the foreign jurisdiction’s tax law. When either/both of these situations occur, the Company will pay the foreign tax related to SXXXX compensation in the foreign jurisdiction. The individual employee will then be required to participate in the tax equalization program. The underlying premise of tax equalization is for the U.S. business traveler to bear approximately the same tax cost in the U.S. (income and Social Security tax) as if all work were performed in the U.S. Accordingly, taxes should not be a factor in determining whether international travel will be accepted as part of the individual’s job responsibilities. When the Company pays foreign tax on the individual’s behalf, the payment is required to be reported as wage income in the U.S. Form W-2. Additionally, the individual will be able to claim a foreign tax credit on his personal income tax return for the taxes paid by the Company. The tax equalization calculation will remove the foreign tax reimbursement from wage income and the foreign tax credit from the tax calculation to arrive at the tax liability the individual would have incurred had he worked in the U.S. the entire year. The result is the individual’s stay at home tax liability which is his final U.S. tax responsibility.)

Wisconsin. For so long as Employee resides in Wisconsin and is subject to Wisconsin law: (a) Employee’s 's nondisclosure obligation in Paragraph 2 shall extend for a period of three (3) years after Employee’s 's termination as to Confidential Information that does not qualify for protection as a trade secret. Trade Secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) is rewritten as follows: “"While employed and for a period of one (1) year from the date of the termination of Employee’s 's employment, I will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company. As used in this paragraph, an employee is a “"Covered Employee” " if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the Look Back Period. An employee in a “"Sensitive Position” " refers to an employee of the Company who is in a management, supervisory, sales, research and development, or similar role where the employee is 1s provided Confidential Information or is involved in business dealings with the Company’s 's customers.” APPENDIX B " XXXXXXXX X Statement Regarding Prior Inventions, Works & &Trademarks Employee seeks to exclude his or her Prior Works (Invention, Work, or Trademark) listed below from assignment to the Employer under Paragraph 7(f7(-t) of the attached Agreement (if there are none, write “"none” " or leave the section below blank): ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Employee agrees not to disclose the trade secrets of any third party in describing the Prior Work. If additional pages are attached to provide a description, this fact and the number of pages attached are described above. Employee: /s/ Xxxx X. Xxxxxx Date: November 17, 2017 (signature) Exhibit B Tax Equalization Policy for U.S. Business Travelers SXXXX employees who travel outside XXXXXXX INFORMATION SERVICES CORPORATION RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (the “Award Agreement”) is hereby granted as of November 6, 2017 (the “Grant Date”) by Xxxxxxx Information Services Corporation, a Delaware corporation (the “Company”), to Xxxx X. Xxxxxx (the “Participant”) pursuant to the Xxxxxxx Information Services Corporation 2014 Long Term Incentive Plan (the “Plan”), subject to the terms and conditions set forth therein and as set out in this Award Agreement. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan. By action of the U.S. for Company business may become taxable in Committee, and subject to the foreign jurisdiction under terms of the country’s tax law. Additionally, SXXXX may have a corporate obligation to withhold and remit foreign income tax for the individual under the foreign jurisdiction’s tax law. When either/both of these situations occurPlan, the Company will pay Participant is hereby granted restricted stock units (the foreign tax related “Stock Units”), each of which represent a contractual right that entitles the Participant potentially to SXXXX compensation in the foreign jurisdiction. The individual employee will then be required to participate in the tax equalization program. The underlying premise of tax equalization is for the U.S. business traveler to bear approximately the same tax cost in the U.S. (income and Social Security tax) as if all work were performed in the U.S. Accordingly, taxes should not be receive a factor in determining whether international travel will be accepted as part share of the individualCompany’s job responsibilities. When Common Stock, no par value (“Shares”), provided all of the Company pays foreign tax on conditions for settlement of the individual’s behalfStock Units have been satisfied, subject to the payment is required Plan and to be reported the restrictions and risks of forfeiture as wage income set forth in the U.S. Form W-2. Additionally, the individual will be able to claim a foreign tax credit on his personal income tax return for the taxes paid by the Company. The tax equalization calculation will remove the foreign tax reimbursement from wage income and the foreign tax credit from the tax calculation to arrive at the tax liability the individual would have incurred had he worked in the U.S. the entire year. The result is the individual’s stay at home tax liability which is his final U.S. tax responsibilitythis Award Agreement.