Danaher 2014 Annual Report Download - page 118

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 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
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Source: DANAHER CORP /DE/, 10-K, February 25, 2015 Powered by Morningstar® Document Research℠
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