Danaher 2008 Annual Report Download - page 311

revenues, costs, or profits, associated with any products or services), business and customer strategy, techniques, formulations, technical information,
technical know-how, formulae, production information, inventions, invention disclosures, discoveries, drawings, invention methods, systems, information
regarding all or any portion of the Danaher Business System, lease structure, processes, designs, plans, architecture, prototypes, models, software, source
code, object code, solutions, personal or performance information about employees, Talent Reviews and Organizational Plans, research and development,
copyrights, patent applications and plans or proposals related to the foregoing.
b. Nondisclosure and Prohibition against Misuse . At all times during and after the termination of my employment or relationship with the Company,
I will not, without the Company’s prior written permission, directly or indirectly for any purpose other than performance of my duties for the Company,
utilize or disclose to anyone outside of the Company any Confidential Information, or any information received by the Company in confidence from or about
third parties, as long as such matters remain trade secrets or confidential. The confidentiality obligations herein shall not prohibit me from divulging
Confidential Information by order of court or agency of competent jurisdiction or as otherwise required by law; however, I shall promptly inform the
Company of any such situations and shall take reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of
such required disclosure and has had a reasonable opportunity first to seek a protective order.
2. Return of Property and Copying I agree that all tangible materials (whether originals or duplicates), including but not limited to, notebooks, computers,
files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models,
specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer
disks, software, computer printouts, information stored electronically, memoranda, and notes, in my possession or control which in any way relate to the
Company’s business and which are furnished to me by or on behalf of the Company or which are prepared, compiled or acquired by me while working with
or employed by the Company shall be the sole property of the Company. I will at any time upon the request of the Company and in any event promptly upon
termination of my employment or relationship with the Company, but in any event no later than two (2) business days after such termination, deliver all such
materials to the Company and will not retain any originals or copies of such materials, whether in hard copy form or as computerized and/or electronic
records. Except to the extent approved by the Company or required by my bona fide job duties for the Company, I also agree that I will not copy or remove
from the Company’s place of business or the place of business of a customer of the Company, property or information belonging to the Company or the
customer or entrusted to the Company or the customer. In addition, I agree that I will not provide any such materials to any competitor of or entity seeking to
compete with the Company unless specifically approved in writing by the Company.
3. Assignment of Developments I hereby assign to the Company my entire right, title and interest in any idea, formula, invention, discovery, design,
drawing, process, method, technique, device, improvement, computer program and related documentation, technical and non-technical data, work of
authorship, trade secret, copyright, trademark, service mark, trademark registration, application for trademark registration, and patent and patent
applications (all hereinafter called “Developments”), which I may solely or jointly conceive, write or acquire in whole or in part during the period I am
employed by or working for the Company, and for a period of six months thereafter, and which relate in any way to the actual or anticipated business or
research or development of the Company, or which are suggested by or result from any task assigned to me or work performed by me for or on behalf of the
Company, whether or not such Developments are made, conceived, written or acquired during normal hours of work or using the Company’s facilities, and
whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection. The term “Developments” does not apply to any
development for which no equipment, supplies, facilities or trade secret or Confidential Information of the Company was used, and which was developed
entirely on my own time unless (a) the Development relates: (i) to the actual or anticipated business of the Company; or (ii) to the Company’s actual or
demonstrably anticipated research or development or (b) the Development results from any work performed by me for the Company. I acknowledge and agree
that any intellectual property right in any Developments and related documentation, and work of authorship, which are created within the scope of my
relationship with the Company, are owned solely by the Company.
4. Disclosure of Developments I will promptly disclose any Developments referred to in Paragraph 3 to the management of the Company, including by
following the Company’s policies and procedures in place from time to
2
Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.