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Exhibit
10.5
FORM OF
NON-SOLICITATION
AGREEMENT
In consideration of my employment with
The Northern Trust Company and any affiliated companies by which I
become employed (“Company”), I agree as
follows:
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1. |
I agree and acknowledge: (1) that in the course of and as a
consequence of my employment with the Company and because of the
nature of my responsibilities I will have access to and will be
entrusted with Confidential Information concerning the
Company’s business; (2) that I will occupy a position of
trust and confidence with respect to such Confidential Information;
(3) that the Company entrusts me with Confidential Information in
reliance on a confidential relationship arising out of my
employment with the Company and my execution of this Agreement; (4)
that such Confidential Information that I may acquire or to which I
may have access is of great value to the Company. |
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2. |
Upon termination, I will not remove physically, electronically
or in any other way any Confidential Information from premises
owned, used or leased by the Company. Upon any termination of my
employment, all Confidential Information (including all copies)
will be turned over immediately to my supervisor or other designee
at the Company, and I shall retain no copies thereof. |
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3. |
I agree that, during the course of my employment with the
Company and after I cease to be employed by the Company for any
reason, I will not, directly or indirectly, for my own or
another’s benefit, use, make known or divulge any
Confidential Information. |
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4. |
I agree that, during the course of my employment with the
Company, I will not directly or indirectly, nor will I assist
anyone else to, engage in any activity that is competitive with the
Company or any of its subsidiaries or affiliates. |
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5. |
I agree that for a period of twelve (12) months after I cease
to be employed by the Company for any reason, I will not, directly
or indirectly: (1) provide, or assist in the provision of, any
Competitive Services or Products to any Client or Prospective
Client; (2) Solicit, or assist in the Solicitation of, any Client
or Prospective Client; or (3) Solicit, encourage, advise, induce or
cause any employee of the Company to terminate his or her
employment with the Company or any of its subsidiaries or
affiliates, nor provide any assistance, encouragement, information,
or suggestion to any person or entity regarding the solicitation or
hiring of any employee of the Company or any of its subsidiaries or
affiliates. |
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For purposes of this Agreement: |
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a. |
“Competitive Service or Product” means any service
or product: (1) that is substantially similar to or competitive
with any service or product that I created or provided, or of which
I assisted in the creation or provision, during my employment by
the Company; or (2) about which I had access to Confidential
Information during my employment by the Company. |
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b. |
“Client” means any person or entity with which the
Company, or any of its subsidiaries or affiliates, did business and
with which I had contact, or about which I had access to
Confidential Information, during the last twelve (12) months of my
employment. “Prospective Client” means any person or
entity to which the Company, or any o |
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