Danaher 2008 Annual Report Download - page 288

7. Confidential Information.
(a) The Executive covenants and agrees that the Executive will not ever, without the prior written consent of the Board or a person authorized by
the Board or except as may be ordered by a court of competent jurisdiction, publish or disclose to any unaffiliated third party or use for the Executive’s
personal benefit or advantage any confidential information with respect to the Company’s past, present, or planned business, including but not limited
to all information and materials related to any Company business, business plan, product, service, procedure, strategy, method (including the Danaher
Business System), technique, technology, research, strategy, plan, customer or supplier information, customer or supplier list, financial data, technical
data, computer files, and computer software, including any of the foregoing that is in any stage of research, development, or planning, and any other
information which the Executive obtained while employed by, or otherwise serving or acting on behalf of, the Company or which the Executive may
possess or have under his control, that is not generally known (except for unauthorized disclosures) to the public or within the industry in which the
Company does business. This covenant shall not limit the Executive’s use of such confidential information in the normal course of his performance of
services for the Company.
(b) The Executive acknowledges that the restrictions contained in Section 7(a) hereof are reasonable and necessary, in view of the nature of the
Company’s business, in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to the
Company. Therefore, the Executive agrees that in the event of a breach or threatened breach by the Executive of the provisions of Section 7(a) hereof, the
Company shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from
disclosing or using any confidential information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies
available to it for breach or threatened breach, including, without limitation, recovery of damages from the Executive.
(c) The Executive shall deliver promptly to the Company on termination of employment, or at any other time the Company may so request, all
confidential materials, memoranda, notes, records, reports and other documents and materials (and all copies thereof), in whatever form or medium,
that contain any of the foregoing, including but not limited to computer data, files, software, and hardware, relating to the Company’s or its affiliates’
respective businesses which the Executive obtained while employed by, or otherwise serving or acting on behalf of, the Company or which the Executive
may then possess or have under his control.
8. Non-Competition.
(a) Non-Competition. The Executive covenants and agrees that the Executive will not, during the Executive’s employment hereunder and for a
period of three (3) years thereafter (to the extent permitted by law), at any time and in the United States or any other jurisdiction in which the Company
is engaged or has reasonably firm plans to engage in business, enter into any competitive endeavors and not undertake any commercial activity which is
contrary to the best interests of the Company or its subsidiaries or affiliates, including becoming an employee, owner (except for passive investments of
not more than three percent (3%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national
securities exchange or in an over-the-counter securities market), officer, agent, advisor, consultant or director of any firm or person which directly
competes with a line or lines of business of the Company.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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