Danaher 2008 Annual Report Download - page 312

time for that purpose, and I will, on the Company’s request, promptly execute a specific assignment of title to the Company and such other documents as may
reasonably be requested by the Company for the purpose of vesting, confirming or securing the Company’s title to the Developments, and I will do anything
else reasonably necessary, at the Company’s sole expense, to enable the Company to secure a patent, trademark registration, copyright or other form of
protection thereof in the United States and in other countries even after the termination of my employment or work relationship with the Company. If the
Company is unable, after reasonable effort, to secure my signature or other action, whether because of my physical or mental incapacity or for any other
reason, I hereby irrevocably designate and appoint the Company as my duly authorized agent and attorney-in-fact, to act for and on my behalf and stead to
execute any such document and take any other such action to secure the Company’s rights and title to the Developments.
5. Identification of Developments and Third Party Obligations .
(a) I have identified below all Developments in which I have any right, title or interest, and which were made, conceived or written wholly or in part by
me prior to my employment or relationship with the Company and which relate to the actual or anticipated business or research or development of the
Company. I represent and warrant that I am not a party to any agreements which would limit my ability to work for the Company or to assign Developments
as provided for in Paragraph 3.
(b) I acknowledge that the Company from time to time may have agreements with other persons or with the United States government or agencies thereof,
or other governments or governmental agencies, which impose obligations or restrictions on the Company regarding inventions made during the course of work
under such agreements or regarding the confidential nature of such work. I agree to be bound by all such obligations and restrictions that are made known to
me and to take all action necessary to discharge the obligations of the Company under such agreements.
6. Protection of Proprietary Interests.
(a) I agree that during my employment or relationship with the Company, and for a period of 12 months thereafter, I will not, directly or indirectly, on
behalf of myself or any other person, company or entity, solicit or participate in soliciting any person, company or entity to purchase or contract for products
or services competitive with or similar to products or services offered by, developed by, designed by or distributed by the Company, if that person, company
or entity was a customer or potential customer of the Company for such products or services with which I had direct contact or about which I learned
Confidential Information related to such products or services at any time during the 24 months preceding the termination of my employment or relationship
with the Company.
(b) I agree that during my employment or relationship with the Company, and for a period of 12 months thereafter, I will not, directly or indirectly, on
behalf of myself or any other person, company or entity, offer, provide or sell or participate in offering, providing or selling, products or services competitive
with or similar to products or services offered by, developed by, designed by or distributed by the Company to any person, company or entity which was a
customer or potential customer of the Company for such products or services and with which I had direct contact regarding such products or services at any
time during the 24 months preceding the termination of my employment or relationship with the Company.
(c) I agree that during my employment or relationship with the Company, and for a period of 12 months thereafter, I will not directly or indirectly, on
behalf of myself or in conjunction with any other person, company or entity, own (other than less than 3% ownership in a publicly traded company), manage,
operate, or participate in the ownership, management, operation, or control of, or be employed by any person, company or entity which is in competition with
the Company, with which I would hold a position with responsibilities similar to any position I
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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