0001144204-18-026846 Sample Contracts

Non-Disclosure Agreement
NICE Ltd. • May 10th, 2018 • Electronic computers • New York

In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of t

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EXCLUSIVITY AGREEMENT
Exclusivity Agreement • May 10th, 2018 • NICE Ltd. • Electronic computers • Delaware

This Exclusivity Agreement (this “Agreement”) is made as of March 17, 2018, by and between NICE Ltd. (“NICE”) and Mattersight Corporation (the “Company” and, together with NICE, the “Parties”).

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