EMPLOYEE INVENTION ASSIGNMENT,

CONFIDENTIALITY AGREEMENT &

NON-SOLICITATION AGREEMENT
In consideration of, and as a material condition of my employment with Ipreo US LLC, a
Delaware limited liability company, a subsidiary of Ipreo Holding LLC, a Delaware limited
liability company (together with its direct and indirect subsidiaries, the “Company”), I hereby
represent to and agree with the Company as follows:

1. Purpose of Agreement. I understand that the Company is engaged in a

continuous program of research, development, production and marketing in connection with its
business. I further understand that as an employee of Ipreo US LLC or any of its affiliates (each,
a “Company Group Member”), the Company will share with me sensitive and proprietary
information pertaining to the business and affairs of the Company, that the Company will invest
significant resources in my professional development and that it is critical for the Company to
preserve and protect its Confidential or Proprietary Information (as hereinafter defined), its rights
in Developments (as hereinafter defined) and in all related intellectual property rights. I
acknowledge and agree that substantial and valuable assets belong to the Company, including
confidential information and trade secrets, the Company’s relationships with clients and goodwill
of the Company, and that such assets and relationships are necessary for the Company to
continue to operate its business. I further acknowledge and agree that (a) in connection with my
position with and activities on behalf of the Company I will possess certain knowledge, and have
access to certain confidential and proprietary information, with respect to the business and affairs
of the Company, (b) I will continue to have access to the aforesaid assets and relationships by
virtue of my engagement with the Company, (c) the Company has a reasonable, necessary and
legitimate business interest in protecting the aforesaid assets and relationships, (d) the covenants
set forth below are reasonable and necessary in order to protect these legitimate business
interests, (e) payment of my salary and other compensation constitutes full consideration for such
covenants, (f) this Agreement is intended to provide fair and reasonable protection to the
Company in light of the unique circumstances of its business and (g) no Company Group
Member would have agreed to employ me but for the covenants and agreements set forth herein.
Accordingly, I am entering into this Agreement as a material condition of my employment,
whether or not I am expected to create inventions of value for the Company.

2. Compliance with Company Policies. As a condition of my employment with

any Company Group Member, I will comply in all respects with all (a) policies and procedures
established by the Company from time to time, (b) laws and regulations applicable to the
Company and (c) lawful directives of the officers of the Company. I agree to perform my duties
to the best of my abilities and consistent with the highest professional and ethical standards. I
will perform for the Company such duties as may be lawfully designated by the Company from
time to time. During my employment with any Company Group Member, I will devote
substantially all of my business time and attention and my best efforts to the interests of the
Company and will not engage in other employment or in any activities determined by the
Company to be detrimental to the best interest of the Company without the prior written consent
of the Company.

3. Disclosure of Prior Developments. I have identified on the list attached hereto

as Exhibit A all Developments applicable to the business of the Company or relating in any way
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
Page 2

to the Company’s business or demonstrably anticipated research and development or business,

which were conceived, reduced to practice, created, derived, developed, or made by me prior to
my employment with any Company Group Member (collectively, the “Prior Developments”),
and I represent that such list is complete. I represent that I have no rights in any Developments
other than those Prior Developments specified in Exhibit A. If there is no development listed on
Exhibit A, I represent that I have not conceived, reduced to practice, created, derived, developed
or made any such Developments at the time of signing this Agreement.

4. Assignment of Developments.

(a) I hereby assign to the Company all of my right, title and interest in and to,
and agree to disclose promptly to the Company, any and all work product, developments,
inventions, ideas and discoveries, including patentable and unpatentable inventions, copyrights,
source code, object code, documentation, programs, software firmware, and works of authorship
developed, discovered, improved, authored, derived, invented or acquired by me during the
period of my employment with any Company Group Member (collectively, the
“Developments”), whether or not during business hours, that are either related to the scope of my
employment with any Company Group Member or make use, in any manner, of the resources of
the Company, and agree that such Developments will be and remain the exclusive property of the
Company. I further agree to do all acts and things (including the execution and delivery of
patent and copyright applications and instruments of assignment) at any time deemed by the
Company to be necessary or desirable in order to effect the full assignment of such
Developments to the Company. I agree and understand that the term Developments includes, but
is not limited to, all work product developed, discovered, improved, authored, derived, invented
or acquired by me that:

(i) incorporates or reflects any Confidential or Proprietary Information; or

(ii) is to any extent developed utilizing any computer equipment or software

of or licensed to the Company or any supplies, equipment or facilities of
or provided by the Company; or

(iii) relates to the business of the Company or the Company’s actual or

anticipated research and development with respect to Confidential or
Proprietary Information or computer-related work product; or

(iv) results from any work performed by me for the Company unless the
Company and I agree in writing that such work product does not constitute
Developments.

(b) To the extent any of the rights, title and interest in and to the
Developments cannot be assigned by me to the Company, I hereby grant to the Company an
exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense
through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest.
To the extent any of the rights, title and interest in and to the Developments can be neither
assigned nor licensed by me to the Company, I hereby irrevocably waive and agree never to
assert such non-assignable and non-licensable rights, title and interest against the Company or
any of the Company’s successors in interest to such non-assignable and non-licensable rights. I
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
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hereby grant to the Company or the Company’s designees a royalty-free, irrevocable, worldwide
license (with rights to sublicense through multiple tiers of sublicensees) to practice all applicable
patent, copyright, moral right, mask work, trade secret and other Intellectual Property Rights (as
hereinafter defined) relating to any Prior Developments that I incorporate, or permit to be
incorporated, in any Developments. Notwithstanding the foregoing, I agree that I will not
incorporate, or permit to be incorporated, any Prior Developments in any Developments without
the Company’s prior written consent.

5. Cooperation in Perfecting Rights.

(a) I agree to perform, during and after my employment with any Company
Group Member, all acts deemed necessary or desirable by the Company to permit and assist the
Company, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment,
rights and title throughout the world in the Developments assigned or licensed to, or whose rights
are irrevocably waived and shall not be asserted against, the Company under this Agreement.
Such acts may include, but are not limited to, execution of documents and assistance or
cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any
applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any
applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights,
and (iii) in other legal proceedings related to the Developments.

(b) In the event the Company is unable, after reasonable effort, to secure my
signature on any letters, patent, copyright or other analogous protection relating to a
Development, whether because of my physical or mental incapacity or for any other reason
whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized
officers and agents as my agent and attorney-in-fact, to act for and on my behalf and stead to
execute and file any such application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of any such letters, patent, copyright and other analogous
protection thereon with the same legal force and effect as if executed by me.

6. Nondisclosure and Confidential Treatment of Confidential or Proprietary

Information.

(a) I understand that my employment by a Company Group Member creates a

relationship of confidence and trust with respect to any information of a confidential or secret
nature that may be disclosed to me by the Company that relates to the business of the Company
or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company or any
other party with whom the Company agrees to hold information of such party in confidence. At
all times, both during my employment and after its termination, I will not reveal to any person or
entity any of the trade secrets or confidential or proprietary information of the Company, its
affiliates or any other party that the Company is under an obligation to keep confidential
(including, but not limited to, Intellectual Property Rights (as hereinafter defined), ideas
(whether or not protectable under trade secret laws), trade secrets or confidential or proprietary
information respecting inventions, products, product plans, designs, drawings, sketches,
marketing and other plans, methods, know-how, techniques, technology, systems, characters,
processes, strategies, software programs, works of authorship, customer lists, customer histories,
user lists, vendor lists, content provider lists, supplier lists, pricing information, projects, notes,
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
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memoranda, reports, lists, records, specifications, software programs, data, documentation,

budgets, plans, projections, forecasts, financial information, accounting procedures, sales and
marketing techniques, and proposals in whatever form, personnel histories, tangible or intangible
or other materials of any nature relating to any matter within the scope of the business of the
Company, its affiliates or any other party with whom the Company agrees to hold information of
such party in confidence or concerning any of the dealings or affairs of the Company, its
affiliates or any other party with whom the Company agrees to hold information of such party in
confidence (collectively, “Confidential or Proprietary Information”)), except as may be
required in the ordinary course of performing my duties as an employee of a Company Group
Member in accordance with Company policy, and I shall keep secret all matters entrusted to me
and shall not use or attempt to use any such information in any manner.

(b) As used herein, the term “Intellectual Property Rights” means all
industrial and intellectual property rights, including, without limitation, patents, patent
applications, patent rights, trademarks, trademark applications, trade names, service marks,
service mark applications, copyrights, copyright applications or registrations, databases,
algorithms, computer programs and other software, know-how, trade secrets, proprietary
processes and formulae, inventions, trade dress, logos, design and all documentation and media
constituting, describing or relating to the above.

(c) The restrictions set forth in this Section 6 shall not apply to: (i)
information that at the time of disclosure is in the public domain through no fault of mine; (ii)
information received from a third party outside of the Company that was disclosed without a
breach of any confidentiality obligation; (iii) information approved for release by written
authorization of the Company; or (iv) information that may be required by law or an order of any
court, agency or proceeding to be disclosed.

(d) While I am an employee of any Company Group Member, I shall not take
from the premises of the Company, use or permit to be used any Confidential or Proprietary
Information other than for the benefit of the Company in accordance with Company policy. I
shall not, after termination of my employment with a Company Group Member, use or permit to
be used any Confidential or Proprietary Information, it being agreed that all of the foregoing will
be and remain the sole and exclusive property of the Company and that, immediately upon
termination of my employment with a Company Group Member for any reason, I will deliver all
of the foregoing, and all copies thereof, to the Company at its main office.

(e) While I am an employee of any Company Group Member, I will not (i)
disclose to the Company, use, or induce the Company to use, any confidential, proprietary or
trade secret information of others and (ii) enter into any agreement (written or oral) that conflicts
with the terms of this Agreement.

7. Non-Solicitation.

(a) I covenant that, during the Restricted Period (as hereinafter defined), I will
not, directly or indirectly, solicit the services of any individual other than any individual who
holds a title of secretary or other non-essential administrative title who, (i) as of the
Determination Date (as hereinafter defined), is employed by the Company or its affiliates (or
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
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who was employed by the Company or any of its affiliates in the then most recent twelve-month
period) or (ii) as of the Determination Date, is retained by the Company or its affiliates as an
independent contractor or individual consultant to perform substantive operational or analytic
projects (or who was retained by the Company or its affiliates in such capacity in the most recent
twelve-month period), or take any action that results, or would reasonably result, in any
individual performing substantive services for the Company or its affiliates to cease performing
such services.

(b) I covenant that, during the Restricted Period, I will not, directly or
indirectly solicit business or accept orders from any client or prospective client of the Company
or its affiliates with respect to which I, or employees for whom I had direct or indirect
responsibility, had personal contact or dealings during the most recent twelve-month period
preceding the Determination Date or otherwise interfere with the relationship of the Company or
any of its affiliates with any such client or prospective client.

(c) For purposes of this Agreement: (i) “Restricted Period” means the period
during which I am employed with any Company Group Member and during the six-month period
immediately following any termination of my employment with such Company Group Member;
provided that the Restricted Period shall be tolled for the duration of any time period during
which I am in breach of any of the covenants contained herein and the pendency of any litigation
with respect thereto; and (ii) “Determination Date” means (x) during my employment with any
Company Group Member, as of the date of any alleged breach of this Agreement, and (y) upon
any termination of my employment with any Company Group Member, as of the day preceding
any such termination.

8. No Breach of Prior Agreement. I hereby represent and warrant as follows:

(a) I have returned all property and confidential, proprietary or trade secret
information belonging to all prior employers or clients, if any, to the extent that such property
and confidential, proprietary or trade secret information was required to be returned, and in any
event, have not exposed or brought to the Company any such information, and no such
information has been or will be used in connection with rendering any of the services hereunder.

(b) My performance of all the terms of this Agreement and as an employee of

a Company Group Member does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by me prior to my retention as an employee
of any Company Group Member. I am not a party to any other agreement that will interfere with
my full compliance with this Agreement.

(c) Except as I have disclosed in writing to the Company, I am not bound by

the terms of any agreement with any previous employers or other party to refrain from using or
disclosing any trade secret or confidential or proprietary information while I am an employee of
any Company Group Member or to refrain from competing, directly or indirectly, with the
business of such previous employer or any other party.

9. Notification. I hereby authorize the Company to notify my actual or future

employers of the terms of this Agreement and my responsibilities hereunder.
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
Page 6

10. Name and Likeness Rights, Etc. I hereby authorize the Company to use, reuse,
and to grant others the right to use and reuse, my name, photograph, likeness (including
caricature), voice, and biographical information, and any reproduction or simulation thereof, in
any media now known or hereafter developed (including but not limited to film, video and digital
or other electronic media), both during and after my employment, for marketing, promotional
and other purposes reasonably related to the Company’s business.

11. Ownership and Return of Materials. All materials (including, without

limitation, documents, drawings, models, apparatus, sketches, designs, lists, and all other
tangible media of expression) furnished to me by the Company shall remain the property of the
Company. Upon termination of my employment with any Company Group Member, or at any
time on the request of the Company before termination, I will promptly (but no later than five (5)
days after the earlier of the termination of my employment with any Company Group Member or
the Company’s request) destroy or deliver to the Company, at the Company’s option, (a) all
materials furnished to me by the Company, (b) all tangible media of expression that are in my
possession and which incorporate any Confidential or Proprietary Information or otherwise relate
to the Company’s business and (c) written certification of my compliance with my obligations
under this sentence.

12. Computer Files and Systems. I acknowledge that the Company has a critical
business interest in maintaining complete control and access to its various computer systems. In
view of this interest, I understand that I will have no right to privacy as to any personal
information that I input or otherwise cause to become a part of such systems. Further, the
Company is entitled (in the exercise of its sole discretion) to delete, erase and/or destroy any and
all such information that I may so input or cause to become a part of the Company’s various
computer systems.

13. Equitable Relief. I agree that any breach of this Agreement by me will cause
irreparable damage to the Company and that in the event of such breach, the Company shall
have, in addition to any and all remedies at law, the right to an injunction, specific performance
or other equitable relief to prevent the violation of my obligations hereunder. Nothing contained
in this Agreement will be construed as prohibiting the Company from pursuing any other remedy
available for such breach or threatened breach. The prevailing party in any litigation arising
under this Agreement will be entitled to recover the attorney’s fees and expenses incurred by
such party in addition to all other available remedies.

14. Waivers. Any waiver by the Company of a breach of any provision of this
Agreement will not operate or be construed as a waiver of any subsequent breach of such
provision or any other provision hereof.

15. Acknowledgment; Severability. I hereby acknowledge that the type and periods
of restriction imposed in the provisions of this Agreement are fair and reasonable and are
reasonably required for the protection of the Company’s confidential and proprietary information
and the goodwill associated with the business of the Company. I hereby further acknowledge
that the provisions of this Agreement will be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
Page 7

unenforceable, such provision will be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such adjudication is made. In
addition, if any one or more of the provisions contained in this Agreement is for any reason held
to be excessively broad as to duration, geographical scope, activity or subject, it is to be
construed by limiting and reducing it, so as to be enforceable to the extent compatible with the
applicable law as it then appears. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or render
unenforceable such provision in any other jurisdiction.

16. Governing Law. This Agreement will be governed and interpreted in accordance
with the internal laws of the State of New York, without regard to or application of choice of law
rules or principles. The parties hereto submit to the exclusive jurisdiction of the United States
District Court for the Southern District of New York or any court of the State of New York
located in the county of New York in relation to any dispute arising out of or in respect of this
agreement.

17. Third-Party Beneficiaries. I understand and acknowledge that the Company is

intended to be a third-party beneficiary of this Agreement and shall be entitled, whether acting
alone, together with us or otherwise, to enforce this Agreement and to obtain for itself the benefit
of any remedies that may be available for any actual or threatened breach thereof.

18. No Duty to Employ. I understand that this Agreement does not constitute a
contract of employment or obligate any Company Group Member to employ me for any stated
period of time. This Agreement will be effective as of the first day of my employment by any
Company Group Member.

19. Survival of Obligations. My obligations under this Agreement will survive the
termination of my employment with any Company Group Member regardless of the manner of
such termination and will be binding upon my heirs, executors, administrators and legal
representatives.

20. Assignment. Ipreo US LLC or the Company, on behalf of Ipreo US LLC or any
Company Group Member, has the right to assign this Agreement to its successors and assigns,
and all covenants and agreements hereunder will inure to the benefit of and be enforceable by
such successors or assigns.

21. Entire Agreement. This Agreement represents my entire understanding with

Ipreo US LLC and the Company with respect to the subject matter of this Agreement and
supersedes all previous understandings, written or oral.
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
Page 8

IN WITNESS WHEREOF, the undersigned have executed this Employee

Invention Assignment, Confidentiality Agreement and Non-Solicitation Agreement as of
__________/_____/________.

Employee

Signature

Name (Please Print)

Date
EMPLOYEE INVENTION ASSIGNMENT,
CONFIDENTIALITY AGREEMENT &
NON-SOLICITATION AGREEMENT
Page 9

Exhibit A

I hereby represent that I have no rights in any Developments other than the Prior Developments
listed below:

If nothing is listed above, your signature

below represents that you have not
conceived, reduced to practice, created,
derived, developed or made any
Developments at the time of executing the
Agreement to which this Exhibit A is
attached

Name (please print):

Date: