NON-COMPETITION AND NON-DISCLOSURE AGREEMENT 2003

Exhibit 10.10



PARTIES TO THE AGREEMENT TO NON-COMPETITION AND NON-DISCLOSURE AGREEMENT


Each of the following persons are parties to their own separate agreement with
John Wiley & Sons, Inc. in the form attached:



E. Cousens
T. King
S. Kippur
W. Pesce
R.Rudick


NON-COMPETITION AND NON-DISCLOSURE AGREEMENT


NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement") made
as of the 29th day of April, 2003, by and between John Wiley & Sons, Inc.,
a New York corporation, with offices at 111 River Street, Hoboken, New
Jersey 07030 (hereinafter referred to as the "Company"), and (see above
list) (hereinafter referred to as "Executive").


In consideration of the Company's employment or continued employment
of Executive, certain severance pay benefits provided to Executive as set
forth in the Employment Agreement between Executive and the Company
executed on the same date as this Agreement as it may be amended or
extended from time to time by the parties (the "Employment Agreement"), the
Company's providing Executive with access to its property, equipment and
valuable Confidential Information (as defined below), and other good and
valuable consideration, the parties hereby agree as follows:

A. Executive's Covenants

1. Non-Competition: During the period of Executive's employment at
the Company and for twelve (12) months following Executive's
resignation, for any reason (other than for a resignation for
"Good Reason" following a "Change of Control" as those terms are
defined in the Company's 1989 Supplemental Executive Retirement
Plan, as amended or restated from time to time (the "SERP")),
from employment by the Company, Executive agrees not to compete
in any manner, either directly or indirectly, whether for
compensation or otherwise, with the Company, its parents,
subsidiaries or affiliates, and their respective predecessors and
successors (collectively, the "Wiley Companies"), or to assist
any other person or entity to compete with the Company either:

(a) by producing, developing or marketing, or
assisting others to produce, develop or
market, or

(b) by accepting employment from or having any
other relationship (including, without
limitation, through owning, managing,
operating, controlling or consulting) with
any entity which produces, develops or
markets,

a product, process, or service which is competitive with those
products, processes, or services of the Wiley Companies, whether
existing or planned for the future, on which Executive has
worked, or concerning which Executive has in any manner acquired
knowledge of or had access to Confidential Information (as
defined below), during the five (5) years preceding termination
of Executive's employment, provided, however, that it shall not
be a violation of this Agreement for Executive to have beneficial
ownership of less than 1% of the outstanding amount of any class
of securities listed on a national securities exchange or quoted
on an inter-dealer quotation system.

2. Non-Solicitation: During the period of Executive's employment at
the Company and for twelve (12) months following the termination,
for any reason, of Executive's employment, Executive agrees that
Executive will not, either on Executive's own behalf or on behalf
of any other person or entity, directly or indirectly, (a)
solicit any person or entity that is a customer of the Wiley
Companies, or has been a customer of the Wiley Companies during
the prior twelve (12) months, to purchase any products or
services the Wiley Companies provides to the customer, or (b)
interfere with any of the Wiley Companies' business
relationships.

3. No-Hire: During the period of Executive's employment at the
Company and for twelve (12) months following the termination, for
any reason, of Executive's employment, Executive agrees that
Executive will not, either on Executive's own behalf or on behalf
of any other person or entity, directly or indirectly, hire,
solicit or encourage to leave the employ of the Wiley Companies
any person who is then an employee of any of the Wiley Companies
or who was an employee of the Wiley Companies within six (6)
months of the date of such hiring, soliciting, or encouragement
to leave the Wiley Companies.

4. Non-Disclosure: During the period of Executive's employment at
the Company and for all time following the termination, for any
reason, of Executive's employment, Executive shall hold all
Confidential Information (as hereinafter defined) of the Wiley
Companies in a fiduciary capacity and agrees not to take any
action which would constitute or facilitate the Unauthorized (as
hereinafter defined) use or disclosure of Confidential
Information. Executive further agrees to take all reasonable
measures to prevent the Unauthorized use and disclosure of
Confidential Information and to prevent Unauthorized persons or
entities from obtaining or using Confidential Information.
Promptly upon termination, for any reason, of Executive's
employment with the Company, Executive agrees to deliver to the
Company all property and materials within Executive's possession
or control which belong to any of the Wiley Companies or which
contain Confidential Information.

5. Geographic Scope: The non-competition covenants contained in
paragraph A(1) hereof shall apply in the "Restricted Area" which
means (a) the geographic region(s) over which Executive had
responsibility in the performance of Executive's responsibilities
to each of the Wiley Companies during the twelve (12) month
period prior to termination of Executive's employment and the
fifty (50) mile radius around any office of the Company out of
which Executive worked, provided services to or provided
supervision over, and (b) any location, storefront, address or
place of business where a Covered Customer (as defined below) is
present and available for solicitation. Executive will not
circumvent the purpose of any restriction by engaging in business
outside the geographic region covered by the above definition
through remote means like telephone, correspondence or
computerized communication. "Covered Customer" means those
customers, entities and/or persons who did business with the
Company and that Executive either (x) received Confidential
Information about in the course of Executive's duties, (y) had
contact with within the last twenty-four (24) month period of
employment by the Company, or (z) supervised contact with within
the last twenty-four (24) month period of employment with the
Company.

B. Definitions

1. As used in this Agreement, the term "Confidential Information"
shall mean trade secrets, confidential or proprietary
information, and all other information, documents or materials,
owned, developed or possessed by any of the Wiley Companies,
whether in tangible or intangible form. Confidential Information
includes, but is not limited to, (a) financial information, (b)
products, (c) product and service costs, prices, profits and
sales, (d) new business ideas, (e) business strategies, (f)
product and service plans, (g) marketing plans and studies, (h)
forecasts, (i) budgets, (j) projections, (k) computer programs,
(l) data bases and the documentation (and information contained
therein), (m) computer access codes and similar information, (n)
software ideas, (o) know-how, technologies, concepts and designs,
(p) research projects and all information connected with research
and development efforts, (q) records, (r) business relationships,
methods and recommendations, (s) existing or prospective client,
customer, vendor and supplier information (including, but not
limited to, identities, needs, transaction histories, volumes,
characteristics, agreements, prices, identities of individual
contacts, and spending, preferences or habits), (t) training
manuals and similar materials used by the Company in conducting
its business operations, (u) skills, responsibilities,
compensation and personnel files of Company employees, directors
and independent contractors, (v) competitive analyses, (w)
contracts with other parties, and (x) other confidential or
proprietary information that has not been made available to the
general public by the senior management of each of the Wiley
Companies. Confidential Information as defined in this Agreement
shall not include information that (i) is or becomes generally
available to the public through no act or omission on the part of
Executive, (ii) is hereafter received on a non-confidential basis
by Executive from a third party who has the lawful right to
disclose such information, or (iii) Executive is required to
disclose pursuant to court order or law.

2. As used in this Agreement, the term "Unauthorized" shall mean:
(a) in contravention of the policies or procedures of any of the
Wiley Companies; (b) otherwise inconsistent with any measures
taken by any of the Wiley Companies to protect their interests in
the Confidential Information; (c) in contravention of any lawful
instruction or directive, either written or oral, of a director,
officer or employee of any of the Wiley Companies empowered to
issue such instruction or directive; (d) in contravention of any
duty existing under law or contract; or (e) to the detriment of
any of the Wiley Companies.

C. Representations, Warranties and Acknowledgements

1. Executive acknowledges that (a) the Wiley Companies consider
Confidential Information to be commercially and competitively
valuable to the Wiley Companies and critical to their success;
(b) Unauthorized use or disclosure of Confidential Information
would cause irreparable harm to one or more of the Wiley
Companies; and (c) by this Agreement, the Company is taking
reasonable steps to protect its legitimate interests in the Wiley
Companies' Confidential Information.

2. Executive acknowledges that Executive's services are of a
special, unique and extraordinary character and, Executive's
position with the Company places Executive in a position of
confidence and trust with the customers, suppliers, vendors,
employees and agents of the Wiley Companies.

3. Executive also acknowledges that businesses that are competitive
with the Wiley Companies include, but are not limited to, any
business which are publishers of print and electronic products,
including those specializing in: scientific, technical and
medical journals and books; professional and consumer books and
subscription services; and textbooks and other educational
materials for undergraduate and graduate students as well as
lifelong learners. Executive further acknowledges that given the
nature of the business of the Wiley Companies, certain accounts
of the Wiley Companies are national and international in scope
and are not dependent on the geographic location of Executive or
the Wiley Companies.

4. Executive represents and warrants to the Company that Executive
is not a party to any agreement, or non-competition or other
covenant or restriction contained in any agreement, commitment,
arrangement or understanding (whether oral or written), that in
any way conflicts with or limits Executive's ability to commence
or continue to render services to any of the Wiley Companies or
that would otherwise limit Executive's ability to perform all
responsibilities in accordance with the terms and subject to the
conditions of Executive's employment.

D. Remedies

1. In the event of breach or threatened breach by Executive of any
provision of paragraph A hereof, the Company shall be entitled to
(a) temporary and preliminary and permanent injunctive relief and
without the posting any bond or other security, (b) damages and
an equitable accounting of all earnings, profits and other
benefits arising from such violation, (c) recovery of all
attorney's fees and costs incurred by the Company in obtaining
such relief, (d) cessation and repayment of any severance
benefits paid to Executive pursuant to any agreement with the
Company, including any employment agreement, severance benefit
agreement, plan or program of the Company, and (e) any other
legal and equitable relief to which it may be entitled, including
any and all monetary damages which company may incur as a result
of said breach or threatened breach. The Company may pursue any
remedy available, including declaratory relief, concurrently or
consecutively in any order, and the pursuit of one such remedy at
any time will not be deemed an election of remedies or waiver of
the right to pursue any other remedy.

2. The period of time during which the restrictions set forth in
paragraphs A(1), A(2) and A(3) hereof will be in effect will be
extended by the length of time during which Executive is in
breach of the terms of those provisions as determined by any
court of competent jurisdiction on the Company's application for
injunctive relief.

E. Early Resolution Conference

This Agreement is understood to be clear and enforceable as written
and is executed by both parties on that basis. However, should Executive
later challenge any provision as unclear, unenforceable, or inapplicable to
activity that Executive intends to engage in, Executive will first notify
Company in writing and meet with a Company representative and a neutral
mediator (if the Company elects to retain one at its expense) to discuss
resolution of any disputes between the parties. Executive will provide this
notification at least fourteen (14) days before Executive engages in any
activity on behalf of a competing business or engages in other activity
that could foreseeably fall within a questioned restriction. The failure to
comply with this requirement shall waive Executive's right to challenge the
reasonable scope, clarity, applicability, or enforceability of the
Agreement and its restrictions at a later time. All rights of both parties
will be preserved if the Early Resolution Conference requirement is
complied with even if no agreement is reached in the conference.

F. Miscellaneous

1. This Agreement together with the Employment Agreement and the
Agreement to Arbitrate executed simultaneously with this
Agreement constitute the sole and entire agreements and
understandings between Executive and the Company with respect to
the matters covered thereby, and there are no other promises,
agreements, representations, warranties or other statements
between Executive and the Company in respect to such matters not
expressly set forth in these agreements. These Agreements
supersede all prior and contemporaneous agreements,
understandings or other arrangements concerning the subject
matter thereof. These Agreements may not be changed or terminated
orally but only by an agreement in writing signed by the parties
hereto.

2. No course of dealing or any delay on the part of the Company or
Executive in exercising any rights hereunder shall operate as a
waiver of any such rights. No waiver of any default or breach of
this Agreement shall be deemed a continuing waiver of any other
breach or default.

3. Because the Company is incorporated in the state of New York this
Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to the choice of
law rules of any state or where Executive is in fact required to
work.

4. If any provision or clause of this Agreement, or portion thereof,
shall be held by any court of competent jurisdiction to be
illegal, void or unenforceable in such jurisdiction, the
remainder of such provisions shall not thereby be affected and
shall be given full effect, without regard to the invalid
portion. It is the intention of the parties that, if any court
construes any provision or clause of this Agreement, or any
portion thereof, to be illegal, void or unenforceable because of
the duration of such provision or the area or matter covered
thereby, such court shall reduce the duration, area, or matter of
such provision and, in its reduced form, such provision shall
then be enforceable and shall be enforced.

5. The obligations of Executive may not be delegated and, Executive
may not assign or otherwise transfer this Agreement or any
obligations hereunder. This Agreement and all of the Company's
rights and obligations under this Agreement may be assigned or
transferred by the Company to and may be assumed by and inure to
the benefit of any successor or other transferee of all or a
substantial part of the assets of the Company's business in which
Executive works.

6. Any legal suit, action or proceeding against any party hereto
arising out of or relating to this Agreement shall be instituted
in a New York federal or state court in the Borough of Manhattan
and each party hereto waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or
proceeding and each party hereto irrevocably submits to the
jurisdiction of any such court in any suit, action or proceeding.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered, effective as of the date first indicated above by a
duly authorized officer of the Company.

JOHN WILEY & SONS, INC.


Signed by all parties of agreement.