AGREEMENT CONCERNING EXCLUSIVE SERVICES, CONFIDENTIAL INFORMATION, BUSINESS OPPORTUNITIES, NON-COMPETITION, NON-SOLICITATION AND WORK PRODUCT

This Agreement is made this 30th day of October, 1997, by and between The Corporate Executive Board Company, including its affiliates, successors and assigns (the "Company") and Jeffrey D. Zients (the "Employee").

RECITALS

R1. The Company is engaged in the business of providing research and advisory services to individual members in various industries, including without limitation such services as short-answer or custom research on demand, multiple client or syndicated studies, benchmarking data and databases and conferences, seminars, training and education. In order to remain competitive in this business, the Company must protect its good will, its base of members and prospective members, its employees, its confidential and proprietary information, and the work product of its employees.

R2. The Company has offered employment or continued employment to the Employee. During the course of employment, the Employee will develop important contacts with the members and prospective members of the Company, and will also become aware of certain methods, practices, information and procedures with which the Company conducts its business, all of which are considered confidential and proprietary by the Company. The Employee may also prepare studies and other written materials using the Company's resources.

R3. The Company and the Employee agree that it is reasonable and necessary to enter into an Agreement to protect the Company's good will, its base of members and prospective members, its employees, its confidential and proprietary information, and its work product.

NOW, THEREFORE, in consideration of the recitals above, initial and/or continued employment, participation in the Company's employee benefit programs as reflected in the Liquid Markets Agreement, Substitution Agreement and Stock Option Agreement between the Employee and the Company (the "Employee Benefit Programs") and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1. EXCLUSIVE SERVICES

During the term of employment, the Employee shall at all times devote his/her entire working time, attention, energies, efforts and skills to the business of the Company, and shall not, directly or indirectly, engage in any other business activity, whether or not for profit, gain or other pecuniary advantages, without the express written permission of the Company. The Employees hall not, without prior written permission of the Company, directly or indirectly, either as an officer, director, employee, agent, adviser, consultant, principal, stockholder, partner, owner or in any other capacity, on his/her own behalf or otherwise, in any way engage in, represent, be connected with or have a financial interest in, any business which is, or to the best of her knowledge, is about to become, engaged in the same or substantially similar business lines as the Company or any of its affiliates or which otherwise competes with or is about to compete with the Company or any of its affiliates.

2. CONFIDENTIAL INFORMATION

Except as may be required and authorized in the course of his/her employment with the Company, the Employee shall not at any time during his/her employment with the Company or after the termination thereof for any reason disclose or use, directly or indirectly, any confidential or proprietary information of the Company or its affiliates. For the purposes of this Agreement, "confidential or proprietary information" shall mean all information disclosed to the Employee, or known by him/her as a consequence of or through his/her employment with the Company, where such information is not generally known in the trade or industry or which is considered confidential by the Company or was the subject of efforts by the Company to maintain its confidentiality, and where such information refers or relates in any manner whatsoever to the business activities, processes, services or products of the Company or its affiliates. Such information includes, but is not limited to, trade secrets as defined by the District of Columbia Trade Secrets Act, D. C. Code (S) 48-501 e t seq., business and development plans (whether contemplated, initiated or completed), business contacts, methods of operation, policies, results of analysis, member and prospective member lists, employee lists, business forecasts, financial data, advertising and marketing methods, manuals, training materials, management, performance review, project assessment and allot her forms and documents used in management of the Company's employees and in performing work for the Company, reports, correspondence, data collection forms and other documents provided to members, syndicated, multi-client studies, custom research reports, statements, reports, strategic information and other information distributed to policy or management committee members, information relating to costs and revenues, and similar information.

3. RETURN OF COMPANY PROPERTY

Upon termination of employment for any reason, the Employee shall immediately return to the Company all of the Company's and its affiliates' property and confidential or proprietary information which is in tangible form (including, but not limited to, all correspondence, memoranda, files, manuals, books, lists, records, equipment, computer disks, magnetic tape, and electronic and other media and equipment) and all copies thereof in the Employee's possession, custody or control, provided that the Employee may retain one copy of each published study to which he/she contributed personally.

4. BUSINESS OPPORTUNITIES

During the term of his/her employment, the Employee shall promptly disclose to the Company each business opportunity of a type which, based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably consider pursuing. In the event that the Employee's employment is terminated for any reason, the Company or its affiliates shall have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation to the Employee.

5. COVENANT NOT TO COMPETE

Except as otherwise provided in Section 5 (b) below, if the Employee's employment is terminated by the Company for Cause, or if the Employee voluntarily resigns for any reason, the Employee shall not, directly or indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, employee, agent, or in any other capacity, for a period of two (2) years following such termination, (i) provide "Company Services" or work for or provide services to any person or entity that provides "Company Services," within a one hundred (100) mile radius of any city or location in the United States or in any foreign country in which the Company or its affiliates has an office, is or has engaged in business, or proposes to engage in business as of the date of the Employee's termination; or (ii) solicit or offer to provide or provide "Company Services," or work for a person or entity that solicits or offers to provide or provides "Company Services," to any person or entity who was a member of the Company or its affiliates or was directly or indirectly solicited.......

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