Danaher 2008 Annual Report Download - page 315

12. Acknowledgment of Obligations. I acknowledge that my obligations under this Agreement are in addition to, and do not limit, any and all obligations
concerning the same subject matter arising under any applicable law including, without limitation, common law duties of loyalty and common law and
statutory law relating to trade secrets.
13. Obligations Survive Termination. I acknowledge and agree that the restrictions and covenants set forth in this Agreement shall be binding upon me and
survive termination of my employment or relationship with the Company regardless of the reason(s) for such termination. I acknowledge and agree that the
Company has an important and legitimate business interest that it is seeking to protect with this Agreement and that enforcement of this Agreement would not
interfere with the interests of the public.
14. Cooperation. I agree to cooperate in the truthful and honest prosecution and/or defense of any third party claim in which the Company may have an
interest subject to reasonable limitations concerning time and place, which may include without limitation making myself available to participate in any
proceeding involving the Company, allowing myself to be interviewed by representatives of the Company, appearing for depositions and testimony without
requiring a subpoena, and producing and/or providing any documents or names of other persons with relevant information; provided that, if such services are
required after the termination of my employment or relationship with the Company, it shall provide me reasonable compensation for the time actually expended
in such endeavors and shall pay my reasonable expenses incurred at the prior and specific request of the Company.
15. Non-Disparagement. I agree that during and after my employment or relationship with the Company ends for any reason, I will not make any false,
disparaging or derogatory statement(s) to any media outlet, industry group, financial institution, current or former employee, consultant, client or customer of
the Company, or any other entity or person, which are adverse to the interests, products, services or personnel of the Company or its and their customers or
vendors. I further agree that I will not take any action that may reasonably cause the Company, its customers or its vendors embarrassment or humiliation,
and I will not otherwise directly or indirectly cause the Company, its customers or its vendors to be held in disrepute.
16. Assignment and Transfer of Employment or Relationship. The rights and/or obligations herein may only be assigned by the Company, may be done
without my consent and shall bind and inure to the benefit of the Company, its successors and assigns. If the Company makes any assignment of the rights
and/or obligations herein or transfers my employment or relationship within the Company, I agree that this Agreement shall remain binding upon me.
Notwithstanding the language in this Paragraph 16, in connection with and as a condition of any assignment or transfer of my employment or relationship the
Company, a successor, or assignee of the Company shall have the right to terminate this Agreement and require me to sign a new Agreement Regarding
Competition and the Protection of Proprietary Interests.
17. Change of Position. I acknowledge and agree that any change in my position or title with the Company shall not cause this Agreement to terminate and
shall not effect any change in my obligations under this Agreement.
18. Acceptance. I agree that this Agreement is accepted by me through my original or facsimile signature. I further agree that the Company is deemed to have
accepted this Agreement as evidenced by my employment or relationship with the Company, the payment of wages or monies to me, the provision of benefits to
me, or by executing this Agreement.
19. Binding Effect. This Agreement, and the obligations hereunder, shall be binding upon me and my successors, heirs, executors, and representatives and
shall inure to the benefit of the Company, its successors and its assigns.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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