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THIS AGREEMENT is made on the xx July 20___

Between

1. INTRALINKS LIMITED whose registered office is at The Rex Building, 62 Queen Street, London EC4R 1EB

2. EMPLOYEE NAME of :

EMPLOYEE ADDRESS

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It is agreed as follows:

1. Definitions and Interpretation

   1. Associated Company means a subsidiary and any other company that is for the time being a holding company of the Company (as defined by Section 1159 of the Companies Act 2006) or another subsidiary of any such holding company;

   2. Board of Directors means the board of directors for the time being of the Company or any person nominated by the Company Board to act on its behalf;

   3. Competitive Business means any of the following:

         1. any Company organized or doing business in the following names:  NAMES OF COMPETITORS

         2. any other company that sells, licenses or provides (or would sell, license or provide once operational) any software, application service or system comprised of one or more electronic or digital document repositories for facilitating transactional due diligence, mergers, acquisitions, divestitures, financings, investments, investor relations, research and development, clinical trials or other business processes in competition with any Company Products or Services; 

         3. any holding company of any entity described in sub clause (a) or (b) hereof, or any subsidiary of such holding company or of the relevant entity (where "subsidiary" and "holding company" are as defined in s.1159 of the Companies Act 2006); and/or

         4. any other company entity which operates a business which directly or indirectly competes with the Company’s business and is notified to the Employee by the Company from time to time.  

   4. Customer means either of: 

(a) any person, firm or company who at any time within the period of 12 months immediately preceding the Termination Date was a customer or client of the Company or any relevant Associated Company or financial institution or other professional adviser who used the Products or Services of the Company within the said period of 12 months and who referred a customer or client to the Company.

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