Common use of Protected Activities Clause in Contracts

Protected Activities. Notwithstanding anything herein to the contrary, nothing in this Agreement or the PIIA shall (i) prohibit Employee from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (ii) prohibit Employee from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iii) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (iv) limit Employee’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (v) receive awards from a Government Agency as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and Employee will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive Employee’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (x) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (Ligand Pharmaceuticals Inc), Change in Control Severance Agreement (OmniAb, Inc.), Change in Control Severance Agreement (OmniAb, Inc.)

AutoNDA by SimpleDocs

Protected Activities. Notwithstanding anything herein Pursuant to the contrary18 U.S.C. §1833(b), nothing in this Agreement or the PIIA shall (i) prohibit Employee from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (ii) prohibit Employee from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iii) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (iv) limit Employee’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (v) receive awards from a Government Agency as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and Employee Executive will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive Employee’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal any federal or State state trade secret law for the disclosure of a trade secret that: of the Company that (xi) is made (A) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an Executive’s attorney; , and made (B) solely for the purpose of reporting or investigating a suspected violation of law; or (yii) is made in a complaint or other document if such filing that is filed under seal so in a lawsuit or other proceeding. Executive understands that it is not made public. Also, an individual who pursues if Executive files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of the law law, Executive may disclose the trade secret to the Executive’s attorney of the individual and use the trade secret information in the court proceeding, proceeding if the individual Executive (1) files any document containing the trade secret under seal, seal and (2) does not disclose the trade secret, except as permitted by pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between the Company and Executive shall prohibit or restrict Executive from (I) voluntarily communicating with an attorney retained by Executive, (II) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the New York State Division of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Appears in 3 contracts

Samples: Employment Agreement (Siga Technologies Inc), Employment Agreement (Siga Technologies Inc), Employment Agreement (Siga Technologies Inc)

Protected Activities. Notwithstanding anything herein to the contrary, nothing in this Agreement or the PIIA Confidentiality Agreement shall (ia) prohibit Employee Executive from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (iib) prohibit Employee Executive from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; or (iii) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (ivc) limit EmployeeExecutive’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (v) receive awards from a Government Agency as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this the Change of Control Agreement will be the sole monetary relief available to EmployeeExecutive, and Employee Executive will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive EmployeeExecutive’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (x) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

Appears in 1 contract

Samples: Change of Control Severance Agreement (Quality Systems, Inc)

Protected Activities. Notwithstanding anything herein Pursuant to the contrary, nothing in this Agreement or the PIIA shall (i) prohibit Employee from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”18 U.S.C. § 1833(b); (ii) prohibit Employee from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iii) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (iv) limit Employee’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (v) receive awards from a Government Agency as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and understands that Employee will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive Employee’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal any federal or State state trade secret law for the disclosure of a trade secret that: of the Company that (xi) is made (a) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an attorney; Employee’s attorney and made (b) solely for the purpose of reporting or investigating a suspected violation of law; or (yii) is made in a complaint or other document if such filing that is filed under seal so in a lawsuit or other proceeding. Employee understands that it is not made public. Also, an individual who pursues if Employee files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of the law law, Employee may disclose the trade secret to the Employee’s attorney of the individual and use the trade secret information in the court proceeding, proceeding if the individual Employee (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except as permitted by pursuant to court order. Further, nothing in this agreement or any other agreement Employee may have with the Company shall prohibit or restrict Employee from (i) voluntarily communicating with an attorney retained by Employee, (ii) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the Company, (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, (iv) disclosing any information (including confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), or (v) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Appears in 1 contract

Samples: Non Competition (Mosaic Co)

Protected Activities. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement is intended to, or does, prohibit the PIIA shall Employee from (i) prohibit Employee from filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the Equal Employment Opportunity Commission, another other fair employment practices agency, the National Labor Relations Board, the Occupational Safety and Health AdministrationDepartment of Labor, or the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government AgenciesSEC)); (ii) prohibit Employee from reporting possible violations of law to an appropriate Government Agency engaging in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulationother legally-protected activities; (iii) communicating directly with giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any governmental, law enforcement, regulatory or self-regulatory bodylegal proceeding; (iv) limit Employee’s lawful opportunity to cooperate with otherwise making truthful statements as required by law or participate in any administrative proceeding valid legal process; or investigation that may be conducted by a Government Agency; (v) receive awards from disclosing a Government Agency as trade secret in confidence to a result governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawfulinvestigating a suspected violation of law. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulationAccordingly, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and Employee will understands that he shall not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive Employee’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal any federal or State state trade secret law for the disclosure of a trade secret that: that (xi) is made (A) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an attorney; , and made (B) solely for the purpose of reporting or investigating a suspected violation of law; or (yii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made publicseal. AlsoThe Employee likewise understands that, an individual who pursues in the event he files a lawsuit for retaliation by an employer the Company or the Parent for reporting a suspected violation of the law law, he may disclose the trade secret to the attorney secret(s) of the individual Company or the Parent to his attorney and use the trade secret information in the court proceeding, if the individual he (i) files any document containing the trade secret under seal, ; and (ii) does not disclose the trade secret, except as permitted by pursuant to court order.. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies or agreements of the Company, the Parent, or their affiliates applicable to the Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the

Appears in 1 contract

Samples: Employment Agreement (Cambium Networks Corp)

Protected Activities. Notwithstanding anything herein to the contraryforegoing, nothing other than events expressly contemplated by this Agreement, you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or the PIIA shall (i) prohibit Employee from filing a charge with participating in any proceeding or investigation before the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal government agency, or similar state or local agency or securities regulatory body (the “Government Agencies”); (ii) prohibit Employee from reporting possible violations , or exercising any rights pursuant to Section 7 of law the National Labor Relations Act. You further understand this Agreement does not limit your ability to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iii) communicating directly voluntarily communicate with any governmental, law enforcement, regulatory Government Agencies or self-regulatory body; (iv) limit Employee’s lawful opportunity to cooperate with or otherwise participate in any administrative investigation or proceeding or investigation that may be conducted by a any Government Agency; (v) receive awards from a Government Agency as a result of reporting , including providing documents or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees without notice to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authorityCompany. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and Employee will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, While this Agreement does not waive Employee’s limit your right to receive an award for original information from provided to the Securities and Exchange Commission, you understand and agree that you are otherwise waiving, to the fullest extent permitted by law, any Government Agencyand all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, including but to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not limited abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation plan or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (x) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court orderagreement.

Appears in 1 contract

Samples: Release Agreement (Everbridge, Inc.)

Protected Activities. Notwithstanding anything herein to the contrary, a. The Parties acknowledge and agree that nothing in this Agreement or any other agreement you may have with the PIIA Company shall prohibit or restrict you from (i) prohibit Employee from filing a charge voluntarily communicating with an attorney retained by you, (ii) voluntarily communicating with or testifying before any law enforcement or government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the National Labor Relations BoardNew York State Division of Human rights, the Occupational Safety and Health AdministrationMassachusetts Commission Against Discrimination, the Securities and Exchange Commission or any other comparable federal federal, state or local commission on human rights, or any self-regulatory organization, or otherwise initiating, assisting with, or participating in any manner with an investigation conducted by such government agency, state agency or securities regulatory body (the “Government Agencies”); (ii) prohibit Employee from reporting in each case, regarding possible violations of law to an appropriate Government Agency in a confidential manner and without advance notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; Company, (iii) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (iv) limit Employee’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by recovering a Government Agency; (v) receive awards from a Government Agency SEC whistleblower award as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and Employee will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive Employee’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to provided under Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation (iv) disclosing any information (including, without limitation, confidential information) to a court or other legal matter may include a disclosure of trade secret information administrative or legislative body in response to any subpoena provided that it must comply you first promptly notify (to the extent legally permissible) the Company and, with respect to any subpoena on behalf of any non-governmental person or entity, use commercially reasonable efforts to cooperate with any effort by the restrictions in Company to seek to challenge the Defend Trade Secrets Act subpoena on behalf of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally any non-governmental person or civilly liable under Federal entity or State trade secret law for the disclosure of obtain a trade secret that: (x) is made in confidence to a Federal, Stateprotective order limiting its disclosure, or local government officialother appropriate remedy, either directly (v) filing or indirectlydisclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which you are entitled, (vi) engaging in communications or activities protected by Section 7 of the National Labor Relations Act, or (vii) disclosing the underlying facts or circumstances relating to an attorneyclaims of discrimination, retaliation or harassment against the Company; provided however, that you represent and made solely for affirm that you are not aware of any facts or circumstances (including any injuries or illnesses) related to any claims against the purpose of reporting Released Parties concerning discrimination, harassment, retaliation, or investigating a suspected violation of law; or (y) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court orderworkers’ compensation.

Appears in 1 contract

Samples: Letter Agreement (Applied Therapeutics, Inc.)

AutoNDA by SimpleDocs

Protected Activities. Notwithstanding anything herein to the contrary, nothing in this Agreement or the PIIA Confidentiality Agreement shall (ia) prohibit Employee Executive from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (iib) prohibit Employee Executive from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; or (iii) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (ivc) limit EmployeeExecutive’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (v) receive awards from a Government Agency as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this the Severance Agreement will be the sole monetary relief available to EmployeeExecutive, and Employee Executive will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive EmployeeExecutive’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (x) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

Appears in 1 contract

Samples: Executive Employment Agreement Addendum (Nextgen Healthcare, Inc.)

Protected Activities. Notwithstanding anything herein to the contrary, nothing in this Agreement or the PIIA Confidentiality Agreement shall (ia) prohibit Employee Executive from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (iib) prohibit Employee Executive from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iiic) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; or (ivd) limit EmployeeExecutive’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (v) receive awards from a Government Agency as a result of reporting or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to EmployeeExecutive, and Employee Executive will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive EmployeeExecutive’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, EmployeeExecutive’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (xi) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or or, (yii) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

Appears in 1 contract

Samples: Release of Claims (Nextgen Healthcare, Inc.)

Protected Activities. Notwithstanding anything herein to the contrary, nothing in this Agreement or the PIIA shall (ia) prohibit Employee Executive from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (iib) prohibit Employee Executive from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iiic) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; (ivd) limit EmployeeExecutive’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency; (ve) receive awards from a Government Agency as a result of reporting or cooperation; or (vif) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee Executive has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to EmployeeExecutive, and Employee Executive will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive EmployeeExecutive’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, EmployeeExecutive’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (xi) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or or, (yii) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

Appears in 1 contract

Samples: Separation Agreement (Ligand Pharmaceuticals Inc)

Protected Activities. Notwithstanding anything herein to the contraryforegoing, nothing other than events expressly contemplated by this Agreement, you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or the PIIA shall (i) prohibit Employee from filing a charge with participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal government agency, or similar state or local agency or securities regulatory body (the “Government Agencies”); (ii) prohibit Employee from reporting possible violations , or exercising any rights pursuant to Section 7 of law the National Labor Relations Act. You further understand this Agreement does not limit your ability to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (iii) communicating directly voluntarily communicate with any governmental, law enforcement, regulatory Government Agencies or self-regulatory body; (iv) limit Employee’s lawful opportunity to cooperate with or otherwise participate in any administrative investigation or proceeding or investigation that may be conducted by a any Government Agency; (v) receive awards from a Government Agency as a result of reporting , including providing documents or cooperation; or (vi) prohibit Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Employee agrees without notice to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authorityCompany. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Employee, and Employee will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, While this Agreement does not waive Employee’s limit your right to receive an award for original information from provided to the Securities and Exchange Commission, you understand and agree that you are otherwise waiving, to the fullest extent permitted by law, any Government Agencyand all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, including but to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not limited abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Employee’s participation in an investigation plan or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (x) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court orderagreement.

Appears in 1 contract

Samples: Release Agreement (Everbridge, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.