Honeywell 2003 Annual Report Download - page 309

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Confidentiality
Subject to the covenants in Exhibit B, you agree not to disclose or cause any
other person to disclose to third parties, including employees of the Company,
the terms of this Agreement and Release; provided, however, that you have the
right to disclose the terms of this Agreement and Release to your spouse, your
financial/tax advisor and your attorney and in response to a governmental
inquiry, including a governmental tax audit or a judicial subpoena. You
understand that your breach of this confidentiality provision shall excuse the
Company from performing further under this Agreement and Release, and the
Company shall be entitled to repayment of the Consideration provided hereunder
upon demand. You agree that neither this Agreement and Release nor any version
of this Agreement and Release shall be admissible in any forum as evidence
against the Company or you except in a proceeding to enforce this Agreement and
Release. This Agreement and Release does not constitute an admission of
wrongdoing by either party.
You acknowledge and agree that any agreements signed by you relating to
intellectual property and confidential information acquired by you as a result
of your employment with the Company remain in full force and effect and place
legal obligations upon you that continue beyond your employment with the
Company. In further exchange for the Consideration you receive under this
Agreement and Release, you agree to abide by the confidentiality and
intellectual property covenants set forth in Exhibit B attached hereto with
respect to knowledge acquired during your employment with the Company. You
hereby agree that the covenants appearing at Exhibit B are a material part of
this Agreement and Release.
Compliance With Sarbanes-Oxley Act
Nothing in this Agreement and Release (or any exhibit or attachment thereto)
shall be construed to prohibit you from reporting any accounting, internal
accounting control, or auditing matter to any federal regulatory agency, any
federal law enforcement agency, or any Member of Congress or any committee or
subcommittee of Congress. Nor shall this Agreement and Release (or any exhibit
or attachment thereto) be construed to prohibit you from engaging in any
activity protected by 18 U.S.C. 'SS'1514A.
Severability; Entire Agreement; No Oral Modifications; No Waivers
Should any of the provisions of this Agreement and Release (other than the
Release of Claims provision) be determined to be invalid by a court of competent
jurisdiction, the parties agree that this shall not affect the enforceability of
the other provisions of the Agreement and Release. In such case, the parties
shall renegotiate the invalidated provision(s) in good faith to effectuate
its/their purpose and to conform the provision(s) to applicable law. This
Agreement and Release constitutes a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. This Agreement and
Release may be amended or modified only by an agreement in writing. The failure
by the Company to declare a breach or otherwise to assert its rights under this
Agreement and Release