Danaher 2008 Annual Report Download - page 310

Exhibit 10.34
DANAHER CORPORATION AND ITS AFFILIATED ENTITIES
AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTS
Danaher Corporation believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them
fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working
at Danaher and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key
business relationships, which, if used in competition with Danaher and/or its affiliates, would cause harm to Danaher and/or its affiliates. As
such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Danaher and its affiliates, and
therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
I understand that I am or will be employed by or enter into a relationship with Danaher Corporation including its subsidiaries and/or affiliates
(collectively the “Company”), and will learn and have access to the Company’s confidential, trade secret and proprietary information and key business
relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in
this Agreement are an important way for the Company to protect its proprietary interests.
I agree that the Company is engaged in a business which is highly specialized, the identity and particular needs of Company’s customers and vendors
are not generally known, and the documents and information regarding, among other things, the Company’s employees and talent, the Danaher Business
System, customers, vendors, services, products, technology, formulations, methods of operation, sales, marketing, pricing, and costs are highly confidential
and proprietary.
I acknowledge and agree that I have been given an adequate period of time to consider this Agreement and to have this Agreement reviewed at my expense
and by an attorney of my choice regarding the terms and legal effect of this Agreement. I have read this Agreement and understand all of its terms and
conditions and am entering into this Agreement of my own free will without coercion from any source. I have not and am not relying on legal advice provided
by the Company or any personnel of the Company.
I agree the above recitals are material terms of this Agreement.
In addition to other good and valuable consideration, I am expressly being given employment, a relationship with the Company, renewal of a relationship
with the Company, a promotion, eligibility to receive grants of stock options or other equity awards, certain monies, benefits, training and/or trade secrets and
confidential information of the Company and its or their customers, suppliers, vendors or affiliates to which I would not have access but for my relationship
with the Company in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I agree as follows:
1. Protection of Confidential Information.
a. Definition of “Confidential Information” . The term “Confidential Information” shall mean the trade secrets and other confidential information of
the Company which is not generally known to the public, and which (a) is generated or collected by or utilized in the operations of the Company and relates to
the actual or anticipated business or research or development of the Company or the Company’s actual or prospective vendors or customers; or (b) is
suggested by or results from any task assigned to me by the Company or work performed by me for or on behalf of the Company or any customer of the
Company. Confidential Information shall not be considered generally known to the public if revealed improperly to the public by me or others without the
Company’s express written consent and/or in violation of an obligation of confidentiality to the Company. Examples of Confidential Information include, but
are not limited to, customer and supplier identification and contacts, information about customers, Voice of the Customer data, reports or analyses, business
relationships, contract terms, pricing, price lists, pricing formulas, margins, business plans, projections, prospects, opportunities or strategies, acquisitions,
divestitures or mergers, marketing plans, advertising or promotions, financial data (including but not limited to the
Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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