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.
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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.
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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.
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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.
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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.
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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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6.
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For purposes of
this Agreement:
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a.
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“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.
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“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
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