EX-10.5





 Exhibit 10.5 

FORM OF 
 INTELLECTUAL PROPERTY
MATTERS AGREEMENT 
 by and between 

FORTIVE CORPORATION 
 and 

VONTIER CORPORATION 
 Dated as of
[●], 2020 












 INTELLECTUAL PROPERTY MATTERS AGREEMENT 

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2020 (the “Effective
Date”), is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or
“Parties” means Fortive or Vontier, individually or collectively, as the case may be. 
 W I T N
E S S E T H: 
 WHEREAS, the Parties have entered into that certain Separation Agreement, dated as
of the date hereof (the “Separation Agreement”); and 
 WHEREAS, as of the Effective Date, the Fortive Group may own
certain Patents, Copyrights and Know-How that are necessary or used in the Vontier Business as of the Effective Date, and the Vontier Group may own certain Patents, Copyrights and Know-How that are necessary or used in the Fortive Retained Businesses as of the Effective Date, and Fortive wishes to grant to Vontier, and Vontier wishes to grant to Fortive, a license to such Intellectual
Property in accordance with the terms hereof. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and
covenants contained in this Agreement, the Parties hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.01    Definitions. 

(a)    Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the
Separation Agreement. 
 (b)    The following capitalized terms used in this Agreement shall have the meanings set forth
below: 
 “Copyrights” shall mean copyrights and copyrightable subject matter, excluding
Know-How. 
 “FBS” shall have the meaning set forth in the FBS License Agreement.

 “FBS License Agreement” shall mean the FBS License Agreement of even date herewith by and between Fortive and Vontier.

 “Fortive Field of Use” shall mean (a) all fields outside of the Vontier Business and (b) natural evolutions or
extensions thereof. 

  
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 “Fortive Licensed Copyrights” shall mean the Copyrights that are
(a) owned or Licensable by the Fortive Group as of the Effective Date and (b) used in the Vontier Business as of the Effective Date. 

“Fortive Licensed IP” shall mean the Fortive Licensed Copyrights, Fortive Licensed
Know-How and Fortive Licensed Patents, excluding FBS (as licensed under the FBS License Agreement). 

“Fortive Licensed Know-How” shall mean the
Know-How that is (a) owned or Licensable by the Fortive Group as of the Effective Date and (b) used in the Vontier Business as of the Effective Date. 

“Fortive Licensed Patents” shall mean (a) the Patents that are (i) owned or Licensable by the Fortive Group as of
the Effective Date and (ii) used in the Vontier Business as of the Effective Date, and (b) all Valid Claims of other Patents that are owned by the Fortive Group that claim priority to the Patents described in clause (a) to the
extent such Valid Claims are fully supported by such Patents. 
 “Know-How” shall
mean trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, but in each case excluding Patents. 

“Licensable” means, with respect to any Intellectual Property, the right to grant sublicenses to a Person within the scope of
the licenses set forth in Section 2.01 or Section 2.02, as applicable, without (i) the requirement to obtain consent from, give notice to, or take any other action with respect to any Third
Party or (ii) incurring fees, royalties, Liabilities or other costs in connection with such sublicense. 
 “Licensed
IP” shall mean (a) the Vontier Licensed IP, as licensed to Fortive hereunder and (b) the Fortive Licensed IP, as licensed to Vontier hereunder. 

“Licensee” shall mean (a) Vontier, with respect to the Fortive Licensed IP and (b) Fortive, with respect to the
Vontier Licensed IP. 
 “Licensee Field of Use” shall mean (a) with respect to Vontier, the Vontier Field of Use, and
(b) with respect to Fortive, the Fortive Field of Use. 
 “Licensor” shall mean (a) Vontier, with respect to the
Vontier Licensed IP, and (b) Fortive, with respect to the Fortive Licensed IP. 
 “Licensor IP” shall mean
(a) with respect to Vontier, the Vontier Licensed IP and (b) with respect to Fortive, the Fortive Licensed IP. 

“Patents” shall mean patents and patent applications, and any and all related national or international counterparts thereto,
including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof. 

  
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 “Third Party” means any Person other than Fortive, Vontier, and their
respective Affiliates. 
 “Valid Claim” means a claim of an issued and unexpired Patent that (i) has not been revoked
or held unenforceable or invalid by a decision of a court or other Governmental Entity of competent jurisdiction from which no appeal can be taken or has been taken within the time allowed for appeal and (ii) has not been abandoned, disclaimed,
denied, or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise in such country. 
 “Vontier Field of
Use” shall mean (a) the field of the Vontier Business and (b) natural evolutions or extensions thereof. 

“Vontier Licensed Copyrights” shall mean the Copyrights that are (a) owned or Licensable by the Vontier Group as of the
Effective Date and (b) used in the Fortive Retained Business as of the Effective Date. 
 “Vontier Licensed IP” shall
mean the Vontier Licensed Copyrights, Vontier Licensed Know-How and Vontier Licensed Patents. 

“Vontier Licensed Know-How” shall mean the
Know-How that is (a) owned or Licensable by the Vontier Group as of the Effective Date and (b) used in the Fortive Retained Business as of the Effective Date. 

“Vontier Licensed Patents” shall mean (a) the Patents that are (i) owned or Licensable by the Vontier Group as of
the Effective Date and (ii) used in the Fortive Retained Business as of the Effective Date, and (b) all Valid Claims of other Patents that are owned by the Vontier Group that claim priority to the Patents described in clause
(a) to the extent such Valid Claims thereof are fully supported by such Patents. 
 ARTICLE II 

GRANTS OF RIGHTS 

Section 2.01    License to Vontier of Fortive Licensed IP. Subject to the terms
and conditions of this Agreement, Fortive hereby grants, and shall cause its Affiliates to grant, to Vontier a non-exclusive, royalty-free, fully paid-up, irrevocable,
sublicensable (in connection with activities in the Vontier Field of Use by Vontier and its Affiliates but not for the independent use of Third Parties), and worldwide license to the Fortive Licensed IP in the Vontier Field of Use
(“Vontier License”). Subject to the terms and conditions of this Agreement, the Vontier License shall include the right to exercise any and all rights in the Fortive Licensed IP in the Vontier Field of Use, including the
right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Fortive Licensed IP within the Vontier Field of Use and to make, have made, use, sell, offer for sale, export and import any products, services or
technologies, in each case with respect to the Vontier Field of Use. 
 Section 2.02    License to
Fortive of Vontier Licensed IP. Subject to the terms and conditions of this Agreement, Vontier hereby grants, and shall cause its Affiliates to grant, to Fortive a
non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection 

  
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with activities in the Fortive Field of Use by Fortive and its Affiliates but not for the independent use of Third Parties), and worldwide license to the Vontier Licensed IP solely within the
Fortive Field of Use (“Fortive License”). Subject to the terms and conditions of this Agreement, the foregoing license shall include the right to exercise any and all rights in the Vontier Licensed IP in the Fortive Field of Use,
including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Vontier Licensed IP within the Fortive Field of Use and to make, have made, use, sell, offer for sale, export and import any products,
services or technologies, in each case with respect to the Fortive Field of Use. 

Section 2.03    Limitations. Notwithstanding anything to the contrary herein, the licenses hereunder are
subject to any rights of or obligations owed to any Third Party under any Contracts existing as of the Effective Date between Licensor or its Affiliates and any such Third Party. 

Section 2.04    Reservation of Rights. Each Party reserves its and its Affiliates’ rights in and to all
Intellectual Property that is not expressly licensed hereunder. Without limiting the foregoing, this Agreement and the licenses and rights granted herein do not, and shall not be construed to, confer any rights upon either Party, its Affiliates, or
its sublicensees by implication, estoppel, or otherwise as to any of the other Party’s or its Affiliates’ Intellectual Property, except as otherwise expressly set forth herein. 

Section 2.05    FBS. Notwithstanding anything to the contrary herein, no rights under or with respect to FBS
are granted pursuant to this Agreement. 
 ARTICLE III 

INTELLECTUAL PROPERTY OWNERSHIP 

Section 3.01    Ownership. 

(a)     As between the Parties, Licensee acknowledges and agrees that (i) Licensor owns the Licensor IP,
(ii) none of Licensee, its Affiliates or its sublicensees, will acquire any rights in the Licensor IP, except for the licenses and sublicenses granted pursuant to Sections 2.01 and 2.02, and (iii) Licensee shall not, and
shall cause its Affiliates and its sublicensees to not, represent that they have an ownership interest in any of the Licensor IP. 

(b)    As between the Parties, each Party shall own all improvements and modifications made by or on behalf of such Party
with respect to the Licensed IP; provided that, with respect to Licensee, such improvements and modifications shall not include, and shall be subject to the provisions of this Agreement as they concern, the Licensed IP to which such
improvements or modifications are made. 
 ARTICLE IV 

PROSECUTION, MAINTENANCE AND ENFORCEMENT 

Section 4.01    Responsibility. Subject to Section 4.02, Licensor shall be solely
responsible for filing, prosecuting, and maintaining all Patents within the Licensor IP, in Licensor’s sole discretion. Licensor shall be responsible for any costs associated with filing, prosecuting, and maintaining such Patents. 

  
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 Section 4.02    Defense and Enforcement. Licensor shall have
the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensor IP, at Licensor’s sole cost and expense. 

Section 4.03    No Additional Obligations. This Agreement shall not obligate either Party to disclose or
deliver to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein. 

ARTICLE V 

DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES 

Section 5.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and
agree that (a) the Licensor IP is provided as-is, (b) the Licensee assumes all risks and Liability arising from or relating to its use of and reliance upon the Licensor IP and (c) each Party
makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LICENSOR IP, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY
REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

Section 5.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own
compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH
RESPECT TO THE LICENSOR IP THAT COULD BE CONSTRUED TO REQUIRE LICENSOR TO PROVIDE LICENSOR IP HEREUNDER IN SUCH A MANNER TO ALLOW LICENSEE TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH LICENSEE (OR ITS AFFILIATES).

 ARTICLE VI 

LIABILITY AND INDEMNIFICATION 

Section 6.01    Procedures. The provisions of Article V of the Separation Agreement shall govern any and all
Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in
connection with this Agreement. 

  
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 ARTICLE VII 

CONFIDENTIALITY 

Section 7.01    Disclosure and Use Restrictions. 

(a)     Notwithstanding any termination of this Agreement, each of Fortive and Vontier shall hold, and shall cause their
Affiliates and its and their respective officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written
consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or
belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other
appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in
respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or
administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with
any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial
statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable
procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith,
provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential
Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information relates of the existence
of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably
practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and
shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. 

(b)     Each Party acknowledges that it and the other members of its Group may have in its or their possession
confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the
Fortive Group. Each Party shall comply, 

  
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and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all
terms and conditions of any such third-party agreements entered into prior to the Effective Date, with respect to any confidential and proprietary Information of Third Parties to which it or any other member of its Group has had access. 

(c)    Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied
their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Fortive’s confidential and proprietary information pursuant to policies in effect as
of the Effective Date and (ii) confidentiality obligations provided for in any Contract between each Party or its Affiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set
forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Effective Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the
Vontier Business (in the case of the Vontier Group) or the Fortive Retained Business (in the case of the Fortive Group). 

(d)    The Parties agree that irreparable damage may occur in the event that the provisions of this
Section 7.01 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and
provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. 

Section 7.02    Survival. The confidentiality and nondisclosure obligations of this Article VII shall
survive any termination of this Agreement. 
 ARTICLE VIII 

TERM 

Section 8.01    Term. The term of this Agreement shall commence as of the Effective Date and shall continue in
perpetuity, provided that, (a) the license granted to Vontier in Section 2.01 with respect to the Fortive Licensed Patents expires upon expiration of the last-to-expire of the Valid Claims included in the Fortive Licensed Patents, and (b) the license granted to Fortive in Section 2.02 with respect to the Vontier Licensed Patents
expires upon expiration of the last-to-expire of the Valid Claims included in the Vontier Licensed Patents. Except as otherwise expressly set forth in
Section 8.02, this Agreement may not be terminated unless agreed to in writing by the Parties. 

Section 8.02    Effect of Expiration and Termination; Accrued Rights; Survival. 

(a)    Accrued Rights. Upon the earlier of expiration or termination of this Agreement, in part or in its entirety,
all licenses and rights granted to Licensee with respect to the Intellectual Property to which such expiration or termination relates shall immediately cease. Expiration and termination of this Agreement, in part or in its entirety, shall be without
prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration and termination (as applicable). 

  
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 (b)    Termination of Sublicenses. Any sublicenses that have been
granted by a Licensee to a sublicensee with respect to the Intellectual Property subject to expiration or termination of this Agreement, in part or in its entirety, shall automatically terminate upon such expiration or termination. 

(c)    Return/Destruction of Materials. Upon termination of this Agreement, Licensee shall, and shall ensure that
its sublicensees, within fifteen (15) Business Days of any request by Licensor, return to Licensor, or at Licensor’s election destroy, all of such Licensor’s Know-How licensed hereunder that is
in their possession or control as of the date of termination. 
 (d)    Surviving Obligations. Expiration and
termination of this Agreement, in part or in its entirety, shall not terminate Licensee’s obligation to pay the Pass-Through Royalties and all other amounts for which Licensee is obligated to reimburse Licensor hereunder that have accrued prior
to the effective date of such expiration or termination (as applicable). The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration and
termination of this Agreement, in part or in its entirety: Section 2.04, Section 5.01, this Section 8.02, and Articles III, VI, VII and IX.

 ARTICLE IX 

MISCELLANEOUS 

Section 9.01    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, shall
constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any
inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern. 

Section 9.02    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall
be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties. 

Section 9.03    Notices. All notices, requests, claims, demands and other communications under this Agreement
shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery
of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.03): 

  
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 If to Fortive: 

Fortive Corporation 
 6920 Seaway
Blvd. 
 Everett, WA 98203 

Attn: General Counsel 
 Facsimile:
(425) 446-5007 
 If to Vontier: 

Vontier Corporation 
 5420 Wade
Park Boulevard, Suite 206 
 Raleigh, NC 27607 

Attn: General Counsel 
 Facsimile:
[            ] 
 Section 9.04    Waivers. Any
consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and
no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

Section 9.05    Assignment. This Agreement shall not be assignable, in whole or in part, directly or
indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.
Notwithstanding the foregoing, this Agreement shall be assignable, in whole or in part, to (i) an Affiliate of a Party or (ii) a bona fide Third Party in connection with a merger, reorganization, consolidation or the sale of assets of a
Party or its Affiliates related to this Agreement so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party. 

Section 9.06    Successors and Assigns. The provisions of this Agreement and the obligations and rights
hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns. 

Section 9.07    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the
performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains
a Subsidiary of the applicable Party. 
 Section 9.08    Third Party Beneficiaries. This Agreement is solely
for the benefit of the Parties and should not be deemed to confer upon Third Parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement. 

  
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 Section 9.09    Titles and Headings. Titles and headings to
Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 

Section 9.10    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral
part of this Agreement to the same extent as if the same had been set forth verbatim herein. 

Section 9.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating
to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. 

Section 9.12    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern
any Dispute under or in connection with this Agreement. 
 Section 9.13    Severability. In the event any
one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 
 Section 9.14    Interpretation. 

(a)    The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be
construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. 

(b)    When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article
or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation.” The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first
written above by their respective duly authorized officers. 
  

			
	FORTIVE CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	VONTIER CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Intellectual
Property Matters Agreement Signature Page]