Common use of Compliance with Whistleblower Rules Clause in Contracts

Compliance with Whistleblower Rules. Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be prohibited by this Agreement from, or subject under this Agreement to, any penalty or retaliation for engaging in any Whistleblower Action. For purposes of this Agreement, “Whistleblower Action” shall mean any good faith communication to or cooperation with a governmental authority regarding an action or omission that such party reasonably believes may constitute a violation of applicable law, but only to the extent that such communication or cooperation is protected against penalty or retaliation under applicable law. The parties acknowledge that there are many provisions of applicable law that provide such protections, including United States 17 CFR 240.21F-2(b), adopted pursuant to the “Securities Whistleblower Incentives and Protection” provision of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.