EMPLOYEE AGREEMENT (EQUITY RECIPIENTS)

This Employee Agreement for Equity Recipients (“Agreement”) is entered into by me, the undersigned equity recipient, and The Dun & Bradstreet Corporation, a Delaware corporation with its Principle place of business at 103 JFK Parkway, Short Hills, NJ (the “Company”) for the benefit of Dun & Bradstreet, Inc. In consideration of an equity grant from the Company, which I have no entitlement to receive and the sufficiency of which in support of this Agreement is hereby acknowledged, I agree to the following terms and conditions in connection with my employment with the Company or its parent, direct or indirect subsidiaries and all affiliated entities (the “Company Group”):

Group: computer software, including all source and object codes, flow charts, algorithms, coding sheets, routines, sub-routines, compilers, assemblers, design concepts and related documentation and manuals; production processes, collection and receivable management processes, procedures and techniques, marketing techniques, licensing or sales policies, financial information, employee names and job descriptions, customer and prospective customer names, contact information and requirements, data and other information or material relating to the manner in which the customer, prospective customer or the Company Group does business; ideas, improvements, modifications, developments, discoveries, concepts, ideas (including but not limited to the nature and results of research and development activities), processes, formulae, techniques, drawings and specifications and/or designs made, conceived, derived, or reduced to practice by me, solely or in conjunction with others, whether on my time or not, derived from or related to my access to or knowledge of any of the information or material described herein or relating to any subject whatsoever; documents in any way relating to the Company Group’s business, information qualifying as trade secret under the U.S. Uniform Trade Secrets Act, and any other information or material relating to the business or activities of the Company Group that is not generally known to others engaged in similar businesses or activities.

3.Proper Use of Proprietary Information. I understand that I have been and/or am being provided access to the Company’s Proprietary Information to perform my work at the Company or the Employer. As the disclosure or misuse of the Company’s Proprietary Information could cause it severe injury, I agree that during the time that I am an employee of the Company or the Employer, and at all times thereafter, I will keep secret and will not use or disclose any Proprietary Information to any person or entity, whether or not employed by the Company or the Employer, in any fashion or for any purpose whatsoever, except at the request of or with prior written consent of the Company Group (or as may be required by applicable law) or as needed during my employment to perform my assigned duties. I also agree that I will not, either during the period of employment with the Company or the Employer or thereafter, publish or cause to be published, release or cause to be released or otherwise make available to any third party any originals or copies of Proprietary Information or of documents containing Proprietary Information unless I have received prior written consent of the Company Group (or as may be required by applicable law). Except as required by my job responsibilities during any period of employment with the Company or the Employer, I agree that I will not remove from the Company Group’s place(s) of business any originals or copies of Proprietary Information or of documents containing Proprietary Information.

4.Return of Company Group Property. While I am an employee of the Company or the Employer, I agree to store and maintain all Proprietary Information in a secure place. When my employment with the Company or the Employer ends (regardless of the reason), I agree not to take any originals and copies of Proprietary Information or of documents containing Proprietary Information that are either in my possession or in my control, no matter what form the Proprietary Information is in and no matter how I acquired it. When my employment with the Company or the Employer ends, I will immediately return to the Company or the Employer, as applicable, any and all Company Group information, documents, online or cloud account access data, equipment and electronics, including, but not limited to, Proprietary Information received from the Company Group, and any Company Group customer, client or vendor.

and telephonically from anywhere, I acknowledge that the geographic reach of the non-competition restriction is reasonable.

6.Non-Solicitation of Customers. In consideration of the use of the Company’s Proprietary Information, and in order to protect the legitimate business interests, goodwill, and Proprietary Information of the Company Group, I agree that, unless I receive prior written consent from the Company’s CEO or Chairman, for the entire period of my employment and for twelve (12) months after the date my employment terminates with the Company or the Employer for any reason, I will not directly or indirectly, on behalf of myself or any other person or entity, solicit, communicate or call upon, any customer or prospective customer of the Company Group whom I rendered services or otherwise had contact during the last twelve (12) months of my employment with the Company or the Employer, or about which I had access to Proprietary Information, for the purpose of providing through myself or a third party any product or service reasonably deemed competitive with any product or service offered by the Company Group or to induce or encourage such customers or prospective customers to limit, reduce, or terminate their relationships with the Company Group. I agree that this restriction is reasonable as I will and/or have had contact with and have and/or will become aware of and/or have received Proprietary Information about some, most or all of the Company Group’s customers and clients, representatives of those customers, their names and addresses, specific customer needs and requirements, and/or leads and references to prospective customers. If I am employed by the Company or the Employer primarily in the State of California or any other state or country that prohibits customer non solicitation covenants, then this Section shall not apply.

7.Non-Solicitation of Employees. I agree that the Company Group has made a significant investment in its employees and independent contractors and that I will and/or have received Proprietary Information regarding such individuals. I therefore agree that, unless I receive prior written consent from the Company’s CEO or Chairman, for the entire period of my employment and for twelve (12) months after the date my employment terminates with the Company or the Employer for any reason, I will not directly or indirectly (a) solicit, recruit, induce, or attempt to influence any person employed by or working with the Company Group or independent contractor to terminate his or her employment or contract with the Company Group or work for another employer or person; or (b) hire or retain, through my own efforts or through the efforts of another person or entity any person who was during the prior twelve (12) months an employee or independent contractor of the Company Group. If I am employed by the Company or the Employer primarily in the State of California then this Section 7(b) shall not apply.

Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his

or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (i) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (ii) result from any work performed by the employee for the employer.

For the exclusive purpose of implementing, administering and managing the Company’s plans and benefit programs, the Company holds certain personal information about me (“Personal Data”), including, but not limited to, my name, home address and telephone number, date of birth, social security number or other identification number, salary information, nationality, job title, any shares or directorships held in the Company Group, and details of all restricted stock units or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in my favor.

request any amendments to my Personal Data necessary to make such data accurate, request a list with the names and addresses of any potential recipients of the Personal Data, or withdraw the consent to use of my Personal Data under this Agreement by contacting in writing the People Service Center at ***@***. I understand that I am providing my consent voluntarily. If I do not consent, or if I later seek to revoke my consent, then my employment status and career will not be adversely affected. I acknowledge and understand that withdrawal of my consent may affect my ability to exercise or realize the benefits from the plans and programs the Company offers where this information is needed.

during the period of my breach and run from the date on which I ceased to be in violation of any such provision.

11.    Electronic Acceptance.

I acknowledge that if I have accepted this document through any electronic means, I agree to and accept the terms of this Agreement and they shall have the same force and effect as if I had signed it manually. Finally, I understand that any grant of Company equity made to me in the year that I enter into this Agreement may be withdrawn if I fail to agree to and accept the terms of this Agreement within the time established by the Global Total Rewards Team.