Common use of Protected Activity Not Prohibited Clause in Contracts

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 35 contracts

Samples: Employment Agreement (Domo, Inc.), Employment Agreement (Arlo Technologies, Inc.), Employment Agreement (Couchbase, Inc.)

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Protected Activity Not Prohibited. Nothing Notwithstanding any contrary provision of the Agreement or the Confidentiality Agreement, nothing in this Agreement, or the Confidentiality Agreement will prohibit or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit impede you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means will mean communicating, cooperating or filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in complaint with any investigation or proceeding that may be conducted by, any state, U.S. federal, state or local governmental or law enforcement branch, agency or commissionentity, including including, but not limited to, the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the collectively, a Government AgenciesGovernmental Entity). You understand that in connection ) with such Protected Activityrespect to possible violations of any U.S. federal, you are permitted to disclose documents state or other information as permitted by law, and without giving notice tolocal law or regulation, or receiving authorization fromotherwise making disclosures to any Governmental Entity, in each case, that are protected under the Companywhistleblower provisions of any such law or regulation; provided that, in each case, such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under (as defined in the Confidentiality Agreement or any other agreement between you and the Company or any parent, subsidiary or other affiliate of the Company relating to the protection of confidential information) in a manner not protected by applicable law (each, a “Confidential Information Agreement”) to any parties other than the Government AgenciesGovernmental Entities. You further understand that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity or any Confidential Information Agreement that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, You understand and acknowledge that pursuant to the Defend Trade Secrets Act of 2016, you are notified that 2016 (a) an individual will not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that is made (i) is made in confidence to a federalFederal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, seal and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s 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 seal, and does not disclose the trade secret, except pursuant to court order.

Appears in 21 contracts

Samples: Offer Letter (HashiCorp, Inc.), Confirmatory Employment Letter (Paymentus Holdings, Inc.), Confirmatory Employment Letter (Paymentus Holdings, Inc.)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 20 contracts

Samples: Consulting Agreement (Crinetics Pharmaceuticals, Inc.), Consulting Agreement (Udemy, Inc.), Consulting Agreement (Crinetics Pharmaceuticals, Inc.)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.. (signature page follows)

Appears in 12 contracts

Samples: Consulting Agreement (Ceribell, Inc.), Consulting Agreement (Applied Molecular Transport Inc.), Consulting Agreement (Udemy, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 8 contracts

Samples: Employment Agreement (Natures Sunshine Products Inc), Employment Agreement (Natures Sunshine Products Inc), Employment Agreement (Natures Sunshine Products Inc)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Confidential Information Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Confidential Information Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 7 contracts

Samples: Confirmatory Employment Letter (Roblox Corp), Confirmatory Employment Letter (Roblox Corp), Confirmatory Employment Letter (Roblox Corp)

Protected Activity Not Prohibited. Nothing You understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit Confidential Information Agreement limits or prohibit prohibits you from engaging for filing and/or pursuing a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose including disclosing documents or other information as permitted by law. Further, and nothing in this Agreement or the Confidential Information Agreement shall in any way limit or prohibit you from discussing or disclosing either orally or in writing, any alleged discriminatory or unfair employment practice (including, without giving notice tolimitation, any underlying facts of any alleged discriminatory or receiving authorization fromunfair employment practice). In addition, you understand that nothing in this Agreement or the CompanyConfidential Information Agreement, including its definition of “Company Confidential Information,” prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. Notwithstanding the foregoingpreceding, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You further understand that “Protected Activity” does you are not include permitted to disclose the disclosure of any Company Company’s attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to you hereby acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 20162016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit A. Finally, you are notified understand that an individual will not be held criminally nothing in this Agreement or civilly liable under any federal or state trade secret law for the disclosure Confidential Information Agreement, including its definition of a trade secret that “Company Confidential Information,” (i) is made in confidence limits employees’ rights to a federaldiscuss or disclose wages, statebenefits, or local government official (directly or indirectly) or to an attorney solely for terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the purpose of reporting or investigating a suspected violation of lawNational Labor Relations Act, or (ii) is made in a complaint or otherwise impairs employees from assisting other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information Company employees and/or former employees in the court proceeding, if exercise of their rights under Section 7 of the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderNational Labor Relations Act.

Appears in 7 contracts

Samples: Confirmatory Employment Letter (Ibotta, Inc.), Confirmatory Employment Letter (Ibotta, Inc.), Confirmatory Employment Letter (Ibotta, Inc.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including but not limited to the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement or in any other agreement between you and the “Government Agencies”). You Company, as applicable, you understand that in connection with such Protected Activity, you are permitted not required to disclose documents or other obtain authorization from the Company prior to disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor are you obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingIn making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under Confidential Information (within the Confidentiality Agreement meaning of the Confidential Information Agreement) to any parties other than the Government Agenciesrelevant government agencies. You further understand that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent will constitute a material breach of this Agreement. In addition, pursuant to You acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state 2016 regarding immunity from liability for limited disclosures of trade secret law for secrets. The full text of the disclosure of a trade secret that (i) notice is made attached in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.Exhibit A.

Appears in 6 contracts

Samples: Confirmatory Employment Letter (Amprius Technologies, Inc.), Confirmatory Employment Letter (Amprius Technologies, Inc.), Confirmatory Employment Letter (Amprius Technologies, Inc.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including but not limited to the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement or in any other agreement between you and the “Government Agencies”). You Company, as applicable, you understand that in connection with such Protected Activity, you are permitted not required to disclose documents or other obtain authorization from the Company prior to disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor are you obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingIn making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under Confidential Information (within the meaning of the Confidentiality Agreement Covenant Agreement) to any parties other than the Government Agenciesrelevant government agencies. You further understand that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent will constitute a material breach of this Agreement. In addition, pursuant to You acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state 2016 regarding immunity from liability for limited disclosures of trade secret law for secrets. The full text of the disclosure of a trade secret that (i) notice is made attached in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.Exhibit A.

Appears in 6 contracts

Samples: Confirmatory Employment Letter (Redaptive, Inc.), Confirmatory Employment Letter (Recursion Pharmaceuticals, Inc.), Confirmatory Employment Letter (Recursion Pharmaceuticals, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Saxxxxxx-Xxxxx Xct.

Appears in 6 contracts

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

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Agreement, or in any other agreement between you and or policy with or by the Company, as applicable, will in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means will mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement Agreement, or any other agreement or policy of the Company, regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreementprovision. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 6 contracts

Samples: Employment Agreement (Elastic N.V.), Employment Agreement (Rambus Inc), Employment Agreement (Elastic N.V.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and or the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including but not limited to the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement or in any other agreement between you or the “Government Agencies”). You Company, as applicable, you understand that in connection with such Protected Activity, you are permitted not required to disclose documents or other obtain authorization from the Company prior to disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor are you obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingIn making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under Confidential Information (within the meaning of the Confidentiality Agreement Agreement) to any parties other than the Government Agenciesrelevant government agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent will constitute a material breach of this Agreement. In addition, pursuant to You acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state 2016 regarding immunity from liability for limited disclosures of trade secret law for secrets. The full text of the disclosure of a trade secret that (i) notice is made attached in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.Exhibit A.

Appears in 6 contracts

Samples: Employment Agreement (SVMK Inc.), Confirmatory Employment Letter (SVMK Inc.), Confirmatory Employment Letter (SVMK Inc.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Nondisclosure Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Nondisclosure Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 5 contracts

Samples: Confirmatory Employment Letter (Codex DNA, Inc.), Employment Agreement (Codex DNA, Inc.), Confirmatory Employment Letter (Codex DNA, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act.

Appears in 5 contracts

Samples: Separation Agreement (MedAvail Holdings, Inc.), Separation Agreement (MedAvail Holdings, Inc.), Separation Agreement (Zymeworks Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement, Employee understands that he is not required to obtain authorization from the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted Company prior to disclose documents or other disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor is Employee obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingNotwithstanding, you agree in making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential or proprietary information under the Confidentiality Agreement and/or Employment Agreement to any parties other than the Government Agenciesrelevant government agencies. You Employee further understand understands that “Protected Activity” does not include the his disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 5 contracts

Samples: Executive Employment Agreement (Savara Inc), Executive Employment Agreement (Savara Inc), Executive Employment Agreement (Mast Therapeutics, Inc.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Proprietary Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Proprietary Information Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 5 contracts

Samples: Employment Agreement (Peloton Therapeutics, Inc.), Employment Agreement (Peloton Therapeutics, Inc.), Employment Agreement (Peloton Therapeutics, Inc.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Proprietary Information and Inventions Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Proprietary Information and Inventions Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.. Sumo Logic, Inc. 000 Xxxx Xxxxxx Xxxxxxx Xxxx, XX 00000

Appears in 5 contracts

Samples: Confirmatory Employment Letter (Sumo Logic, Inc.), Employment Agreement (Sumo Logic, Inc.), Confirmatory Employment Letter (Sumo Logic, Inc.)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means includes (i) filing and/or pursuing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”), (ii) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the other party to this Agreement, or on the part of the agents or employees of the other party, when Consultant been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, and (iii) disclosing information pertaining to sexual harassment or any unlawful or potentially unlawful conduct to the extent such disclosure is protected by applicable law. You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesor in any manner not protected by applicable law. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 4 contracts

Samples: Consulting Agreement (Viracta Therapeutics, Inc.), Consulting Agreement (Viracta Therapeutics, Inc.), Consulting Agreement (iRhythm Technologies, Inc.)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Proprietary Information Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Proprietary Information Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 4 contracts

Samples: Confirmatory Employment Letter (Blend Labs, Inc.), Confirmatory Employment Letter (Blend Labs, Inc.), Confirmatory Employment Letter (Blend Labs, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) 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. You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Employee further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 4 contracts

Samples: Separation Agreement (Carmot Therapeutics Inc.), Separation Agreement (Minerva Surgical Inc), Transition Agreement and Release (Momentive Global Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 4 contracts

Samples: Separation Agreement (Allakos Inc.), Separation Agreement (Allakos Inc.), Separation Agreement (Fabrinet)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 4 contracts

Samples: Separation Agreement (MINDBODY, Inc.), Transition Agreement and Release (Vital Therapies Inc), Separation Agreement (MINDBODY, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) 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; (iii) disclosing or discussing the terms, wages, and working conditions of Employee’s employment as protected by applicable law. You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Employee further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 3 contracts

Samples: Transition Agreement and Release (Inogen Inc), Severance Agreement (Inogen Inc), Transition Agreement and Release (Inogen Inc)

Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you Executive and the Company, as applicable, will in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 3 contracts

Samples: Employment Agreement (IGM Biosciences, Inc.), Employment Agreement (IGM Biosciences, Inc.), Employment Agreement (IGM Biosciences, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) disclosing information pertaining to sexual harassment or any other unlawful or potentially unlawful conduct in the workplace, to the extent protected by applicable law. You understand Executive understands that in connection with such Protected ActivityActivity under prong (i) of this section, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company the Company’s confidential information under the Confidentiality Agreement Agreement, to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement or the Employment Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Separation Agreement (Pulse Biosciences, Inc.), Transition Agreement and Limited Release (Pfenex Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Agreement, or in any other agreement between you and or policy with or by the Company, as applicable, will shall in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement Agreement, or any other agreement or policy of the Company, regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreementprovision. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Executive Employment Agreement (Alpine Immune Sciences, Inc.), Executive Employment Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand ; and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that in connection with such Protected Activity, you are permitted Executive has reason to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Companybelieve is unlawful. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Executive further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity protected conduct that conflicts with, or is contrary to, this paragraph Section is superseded by this Agreement. In additionFinally, pursuant nothing in this Agreement constitutes a waiver of any rights Executive may have under the Sxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to the Defend Trade Secrets Act of 2016impair or limit Executive’s participation in any legally protected activities, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that such as (i) is made in confidence to a federalforming, statejoining, or local government official supporting labor unions, (directly ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or indirectlyterms and conditions of employment, and (iv) discussing, or to an attorney solely raising complaints about, working conditions for the purpose of reporting mutual aid or investigating a suspected violation protection of lawExecutive or the Company’s other current or former employees, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use extent such activities are protected by Section 7 of 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 pursuant to court orderNLRA.

Appears in 2 contracts

Samples: Separation Agreement (Meta Materials Inc.), Separation Agreement (Meta Materials Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company communications that are deemed to be attorney-client privileged communicationsunder applicable law. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Executive Employment Agreement (MorphImmune Inc.), Executive Employment Agreement (Immunome Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Supplemental Separation Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Supplemental Separation Agreement, “Protected Activity” means shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Supplemental Separation Agreement. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Supplemental Separation Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Transition Agreement and Release of Claims (Cornerstone OnDemand Inc), Transition Agreement and Release of Claims (Cornerstone OnDemand Inc)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Consulting Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Consulting Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Consulting Agreement (Quantenna Communications Inc), Separation Agreement (Pfenex Inc.)

Protected Activity Not Prohibited. Nothing You understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). In addition, Protected Activity includes any action to (i) form, join or assist a union; (ii) choose a representative to bargain with us on your behalf; (iii) discuss and act together with other employees for your mutual benefit and protection with respect to terms and conditions of employment; or (iv) choose not to engage in any of these protected activities. You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information Proprietary Information under the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.trade

Appears in 2 contracts

Samples: Key Executive Benefits Agreement (Lifevantage Corp), Key Executive Benefits Agreement (Lifevantage Corp)

Protected Activity Not Prohibited. Nothing I understand that nothing in this Agreement limits or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you prohibits me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose including disclosing documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoingNotwithstanding, you in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You I further understand that “Protected Activity” does I am not include permitted to disclose the disclosure of any Company Company’s attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016, you are notified 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: Signature Name of Employee (typed or printed) No inventions or improvements Additional Sheets Attached Date: Signature Name of Employee (typed or printed) (a) Any provision in an employment agreement which provides that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, stateemployee shall assign, or local government official (directly offer to assign, any of his or indirectly) her rights in an invention to his or her employer shall not apply to an attorney solely for invention that the purpose of reporting employee developed entirely on his or investigating a suspected violation of lawher own time without using the employer’s equipment, supplies, facilities, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the court proceeding, if provision is against the individual files any document containing the trade secret under seal public policy of this state and does not disclose the trade secret, except pursuant to court orderis unenforceable.

Appears in 2 contracts

Samples: At Will Employment Agreement (Ra Medical Systems, Inc.), At Will Employment Agreement (Ra Medical Systems, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected ActivityActivity as defined in this paragraph. For purposes of this Agreement, “Protected Activity” means includes filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating participating, voluntarily or as compelled, in any inquiry, examination, investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Department of Justice, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government AgenciesEntitites”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government AgenciesEntitites. You Executive further understand understands that “Protected Activity” does not include the intentional and knowing disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Employment Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Transition Agreement and Release (Pfenex Inc.), Mutual Separation Agreement (Pfenex Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement, Employee understands that he is not required to obtain authorization from the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted Company prior to disclose documents or other disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor is Employee obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingNotwithstanding, you agree in making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential or proprietary information under the Confidentiality Agreement and/or Employment Agreement to any parties other than the Government Agenciesrelevant government agencies. You Employee further understand understands that “Protected Activity” does not include the his disclosure of any Company attorney-attorney- client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Executive Employment Agreement (Savara Inc), Executive Employment Agreement (Savara Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement, Employee understands that he is not required to obtain authorization from the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted Company prior to disclose documents or other disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor is Employee obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingNotwithstanding, you agree in making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesrelevant government agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. In addition, an individual will not be held criminally or (ii) civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s 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 pursuant to court order.

Appears in 2 contracts

Samples: Transition, Separation and General Release Agreement (Appdynamics Inc), Transition, Separation and General Release Agreement (Appdynamics Inc)

Protected Activity Not Prohibited. Nothing Notwithstanding any contrary provision of the Agreement or of the Retention Plan or Proprietary Agreement, nothing in this Agreement, the Retention Plan, or Proprietary Agreement will prohibit or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit impede you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means will mean communicating, cooperating or filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in complaint with any investigation or proceeding that may be conducted by, any state, U.S. federal, state or local governmental or law enforcement branch, agency or commissionentity, including including, but not limited to, the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the collectively, a Government AgenciesGovernmental Entity). You understand that in connection ) with such Protected Activityrespect to possible violations of any U.S. federal, you are permitted to disclose documents state or other information as permitted by law, and without giving notice tolocal law or regulation, or receiving authorization fromotherwise making disclosures to any Governmental Entity, in each case, that are protected under the Companywhistleblower provisions of any such law or regulation; provided that, in each case, such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under (as defined in the as defined in the Proprietary Agreement or any other agreement between you and the Company or any parent, subsidiary or other affiliate of the Company relating to the protection of confidential information) in a manner not protected by applicable law (each, a “Confidentiality Agreement Agreement”) to any parties other than the Government AgenciesGovernmental Entities. You further understand that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Proprietary Agreement or any Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, You understand and acknowledge that pursuant to the Defend Trade Secrets Act of 2016, you are notified that 2016 (A) an individual will not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that is made (i) is made in confidence to a federalFederal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, seal and (B) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s 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 seal, and does not disclose the trade secret, except pursuant to court order.

Appears in 2 contracts

Samples: Confirmatory Employment Letter (Seer, Inc.), Confirmatory Employment Letter (Seer, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Executive Employment Agreement (Osprey Technology Acquisition Corp.), Executive Employment Agreement (Osprey Technology Acquisition Corp.)

Protected Activity Not Prohibited. Nothing I understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You I understand that in connection with such Protected Activity, you are I am permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the CompanySplunk. Notwithstanding the foregoing, you I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Employee Invention Assignment and Confidentiality Agreement Agreement, attached hereto in Attachment 2, which remains in full force and effect, to any parties other than the Government Agencies. You I further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Employee Invention Assignment and Confidentiality Agreement regarding your my right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are I am notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Employment Agreement (Splunk Inc), Transition Plan and Release Agreement (Splunk Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Agreement, or in any other agreement between you and or policy with or by the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement Agreement, or any other agreement or policy of the Company, regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreementprovision. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 2 contracts

Samples: Executive Employment Agreement (Alpine Immune Sciences, Inc.), Executive Employment Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. Nothing I understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You I understand that in connection with such Protected Activity, you are I am permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You I further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are I am notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Employment Agreement (NanoString Technologies Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Separation Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand ; and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that in connection with such Protected Activity, you are permitted Employee has reason to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Companybelieve is unlawful. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Employee further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity protected conduct that conflicts with, or is contrary to, this paragraph Section is superseded by this Separation Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Separation Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Separation Agreement shall be interpreted to impair or limit Employee’s participation in any legally protected activities, such as (i) forming, joining, or supporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms and conditions of employment, and (iv) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of Employee or the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA.

Appears in 1 contract

Samples: Transition Agreement and Release (Nutanix, Inc.)

Protected Activity Not Prohibited. Nothing Advisor understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Advisor from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Advisor agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You Advisor further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or privileged attorney work product. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Advisor is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.. Advisor understands that nothing in this Agreement, including its definition of Confidential Information, limits Advisor’s rights to discuss or disclose Advisor’s compensation or the terms or conditions of Advisor’s service relationship with the Company to the extent protected by applicable law, or otherwise impairs Advisor from assisting other Company current or former service providers in the exercise of their rights under applicable law.. By: /s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: CEO Address for Notice: Email Address for Notice

Appears in 1 contract

Samples: Advisory Agreement (Recursion Pharmaceuticals, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement, Executive understands that he is not required to obtain authorization from the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted Company prior to disclose documents or other disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor is Executive obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoing, you agree in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesrelevant government agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Acucela Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) 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. You understand Executive understands that in connection with such Protected ActivityActivity under prong (i) of this section, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company trade secrets, proprietary information or confidential information under that does not involve unlawful acts in the Confidentiality Agreement workplace or the activity otherwise protected herein. to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement and Release (Fluidigm Corp)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will Supplemental Release shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) 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. You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Employee further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this AgreementSupplemental Release. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.. 0000-0000-0000.2

Appears in 1 contract

Samples: Transition Agreement and Release (Inogen Inc)

Protected Activity Not Prohibited. Nothing Notwithstanding any contrary provision of the Agreement or the Confidentiality Agreement, nothing in this Agreement, or the Confidentiality Agreement will prohibit or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit impede you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means will mean (i) communicating, cooperating or filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in complaint with any investigation or proceeding that may be conducted by, any state, U.S. federal, state or local governmental or law enforcement branch, agency or commissionentity, including including, but not limited to, the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the collectively, a Government AgenciesGovernmental Entity). You understand that in connection ) with such Protected Activityrespect to possible violations of any U.S. federal, you are permitted to disclose documents state or other information as permitted by law, and without giving notice tolocal law or regulation, or receiving authorization fromotherwise making disclosures to any Governmental Entity and (ii) discussing or disclosing information about unlawful acts in the workplace, the Companysuch as harassment or discrimination or any other conduct that you have reason to believe is unlawful. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You further understand that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity or any other confidential information agreement between you and the Company or any parent, subsidiary, or other affiliate of the Company that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, You understand and acknowledge that pursuant to the Defend Trade Secrets Act of 2016, you are notified that 2016 (a) an individual will not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that is made (i) is made in confidence to a federalFederal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, seal and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s 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 seal, and does not disclose the trade secret, except pursuant to court order.

Appears in 1 contract

Samples: Employment Agreement (Nautilus Biotechnology, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Employment Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Pfenex Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose including disclosing documents or other information as permitted by law. In addition, and without giving notice toExecutive understands that nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or receiving authorization from, the Companydiscrimination or any other conduct that Executive has reason to believe is unlawful. Notwithstanding the foregoingpreceding, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected in this paragraph. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, Executive understands that nothing in this Agreement (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Employment Agreement (NanoString Technologies Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will Supplemental Release shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this AgreementAgreement and the Supplemental Release, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement or in the Supplemental Release constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act, and nothing in this agreement or in the Confidentiality Agreement prevents Employee from disclosing information pertaining to sexual harassment, sexual assault or any other unlawful or potentially unlawful conduct in the workplace.

Appears in 1 contract

Samples: Transition Agreement and Release (Inogen Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity, nor require disclosure to the Company of Employee’s participation or engagement in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean (a) filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”), including Employee’s right to receive damages or other relief from any such investigation or proceeding, or (b) disclosing or discussing conduct occurring at the workplace, at work-related events coordinated by or through the Company, between employees, or between the Company and an employee (whether on or off the employment premises), that Employee reasonably believes under state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy. You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to Employee shall prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language Nothing in this Agreement constitutes a waiver of any rights Employee may have under the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, Xxxxxxxx-Xxxxx Act or is contrary to, this paragraph is superseded by this AgreementSection 7 of the National Labor Relations Act. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected | violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement (Vacasa, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Separation Agreement, or in any other agreement between you and or policy of the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “"Government Agencies"). You understand Executive understands that in connection with such Protected Activity, you are he is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You Executive further understand understands that "Protected Activity" does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (National Instruments Corp)

Protected Activity Not Prohibited. Nothing You understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you You from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including but not limited to the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you You are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you You agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Continuing Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Continuing Agreement regarding your Your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you You are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition, Separation and General Release Agreement (Sunrun Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) disclosing information pertaining to sexual harassment or any other unlawful or potentially unlawful conduct, as such disclosure is protected by applicable law; (iii) disclosing factual information related to a claim filed in a civil action or complaint filed in an administrative action about sexual assault, an act of sexual harassment, or an act of (or failure to prevent) harassment or discrimination based on sex, or an act of retaliation against a person for reporting harassment or discrimination based on sex. You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to Confidential Information in any parties other than the Government Agenciesmanner not protected by applicable law. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation and Release Agreement (Cerence Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will Supplemental Release shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement or in the Supplemental Release constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Transition Agreement and Release (Inogen Inc)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected ActivityAgreemPerontectte,d Ac“tivitymeans shall mean filing a charge, complaint, or report with, or otherwise comp communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government AgenciesCommissGoiveornnmen(t A“gencies”). You understand Consultant understands that in connection with such Protected i Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any ConsultanPtrotefctuedrAtctihvitey”r duonedsernsottanidnscltuhdaet t“he Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceedingattinothre ncouertyprocaeendindg, if the uthse individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Appears in 1 contract

Samples: Consulting Agreement

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity, nor require disclosure to the Company of Employee’s participation or engagement in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean (a) filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any 9 investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”), including Employee’s right to receive damages or other relief from any such investigation or proceeding, or (b) disclosing or discussing conduct occurring at the workplace, at work-related events coordinated by or through the Company, between employees, or between the Company and an employee (whether on or off the employment premises), that Employee reasonably believes under state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy. You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to Employee shall prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language Nothing in this Agreement constitutes a waiver of any rights Employee may have under the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, Xxxxxxxx-Xxxxx Act or is contrary to, this paragraph is superseded by this AgreementSection 7 of the National Labor Relations Act. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement (Vacasa, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section 16 is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement and Release (A10 Networks, Inc.)

Protected Activity Not Prohibited. Nothing Advisor understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Advisor from engaging for filing and/or pursuing a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand In addition, Advisor understands that nothing in connection with this Agreement, including its definition of Confidential Information, prevents Advisor from discussing or disclosing information about unlawful acts, such Protected Activity, you are permitted as harassment or discrimination or any other conduct that Advisor have reason to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Companybelieve is unlawful. Notwithstanding the foregoingpreceding, you agree Advisor agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include involve unlawful acts or the disclosure of any Company activity otherwise protected herein. Advisor further understands that Advisor is not permitted to disclose the Company’s attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Advisor is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer such individual’s service recipient for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Advisor understands that nothing in this Agreement, including its definition of Confidential Information, limits Advisor’s rights to discuss or disclose Advisor’s compensation or the terms or conditions of Advisor’s service relationship with the Company, to the extent protected by applicable law, or otherwise impairs Advisor from assisting other Company current or former service providers in the exercise of their rights under applicable law.

Appears in 1 contract

Samples: Advisory Agreement (Planet Labs PBC)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means includes (i) filing and/or pursuing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”), (ii) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practice on the part of the other party to this Agreement, or on the part of the agents or employees of the other party, when Consultant has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, and (iii) disclosing information pertaining to sexual harassment or any unlawful or potentially unlawful conduct to the extent such disclosure is protected by applicable law. You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesor in any manner not protected by applicable law. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. The Parties have accepted and agreed upon this Exhibit A – Consulting Agreement as of the dates set forth below. CONSULTANT Dated: 03/10/2023 /s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX, an individual IRHYTHM TECHNOLOGIES, INC. Dated: 03/10/2023 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO Consultant’s principal Company contact: Xxxxxxx Xxxxxxxxx Chief Executive Officer This Consulting Agreement shall be in effect through July 3, 2024. Consultant may terminate this Consulting Agreement by providing 30 days’ written notice to the Company.

Appears in 1 contract

Samples: Resignation and Release Agreement (iRhythm Technologies, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Executive further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement and Release (Aadi Bioscience, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will Supplemental Release shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this AgreementAgreement and the Supplemental Release, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement or in the Supplemental Release constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Transition Agreement and Release (Inogen Inc)

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Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is modified and/or superseded by this Agreement. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Employment Agreement (Peloton Therapeutics, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the CompanyCorporation. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Corporation confidential information under the Confidentiality Agreement Agreement] to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company Corporation attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Release of Claims Agreement (Quantum Corp /De/)

Protected Activity Not Prohibited. Nothing Former Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Former Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Former Employee has reason to believe is unlawful; and/or (iii) disclosing factual information (other than the amount paid under this Agreement) related to a claim filed in a civil action or complaint filed in an administrative action about sexual assault, an act of sexual harassment, or an act of (or failure to prevent) harassment or discrimination, or an act of retaliation against a person for reporting or opposing harassment or discrimination. You understand Former Employee understands that in connection with such Protected Activity, you are Former Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Former Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Former Employee further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Former Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Settlement Agreement

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) disclosing information pertaining to sexual harassment or any other unlawful or potentially unlawful conduct in the workplace, to the extent protected by applicable law. You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company the Company’s confidential information under the Confidentiality Agreement to Agreement, in any parties other than the Government Agenciesmanner not protected by applicable law. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement or the Employment Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement (iRhythm Technologies, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement, Employee understands that he is not required to obtain authorization from the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted Company prior to disclose documents or other disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor is Employee obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoingNotwithstanding, you agree in making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesrelevant government agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (TrueCar, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Agreement, or in any other agreement between you and or policy with or by the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement Agreement, or any other agreement or policy of the Company, regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreementprovision. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of laww, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Executive Employment Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. Nothing You understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means will mean: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand ; and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that in connection with such Protected Activity, you are permitted have reason to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Companybelieve is unlawful. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights you may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit your participation in any legally protected activities, such as (v) making truthful statements in response to a subpoena or other legal process, (w) forming, joining, or supporting labor unions, (x) bargaining collectively through representatives of employees’ choosing, (y) discussing wages, benefits, or terms and conditions of employment, and (z) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of you or the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA.

Appears in 1 contract

Samples: Transition and Special Advisor Agreement (Allbirds, Inc.)

Protected Activity Not Prohibited. Nothing Xxxxx understands that nothing in this Release Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Xxxxx from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (a) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted byby any federal, any state, federal, or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Board; and/or (b) discussing or disclosing information about unlawful acts in the “Government Agencies”)workplace, such as harassment or discrimination or any other conduct that Xxxxx has reason to believe is unlawful. You understand Xxxxx understands that in connection with such Protected Activity, you are Xxxxx is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Xxxxx agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Xxxxx further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Xxxxx is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to a court order.

Appears in 1 contract

Samples: Consulting Agreement (Cutera Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected ActivityActivity under this section, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Employee Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications except as may be required by law or a court of competent jurisdiction, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. Any language in the Confidentiality Employee Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Applied Materials Inc /De)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Agreement, or in any other agreement between you and or policy of the Company, as applicable, will shall in any way limit or prohibit you him from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”)) and/or disclosing information pertaining to sexual harassment or any other unlawful or potentially unlawful conduct. You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential and proprietary information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement (National Instruments Corp)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement and Release (Palo Alto Networks Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) 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. You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement or Severance Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Intevac Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means " shall mean filing a charge, charge or complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, or local other governmental agency or commissionagency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (Board. Notwithstanding any restrictions set forth in this Agreement, Executive understands that he is not required to obtain authorization from the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted Company prior to disclose documents or other disclosing information as permitted by law, and without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor is Executive obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding the foregoing, you agree in making any such disclosures or communications, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesrelevant government agencies. You Executive further understand understands that "Protected Activity" does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company's written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only ifit) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s 's attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Kubota Pharmaceutical Holdings Co LTD)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Separation and Transition Agreement (Transphorm, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in any other agreement between Employee and the Confidentiality Agreement Company or Parent regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph Section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Talend S.A.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity,which means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that Additionally, nothing in connection with this Agreement constitutes a waiver of any rights Executive may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit Executive’s participation in any legally protected activities, such Protected Activityas (i) forming, you are permitted to disclose documents joining, or other information as permitted by lawsupporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms and conditions of employment, and without giving notice to(iv) discussing, or receiving authorization fromraising complaints about, working conditions for the purpose of mutual aid or protection of Executive or the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA. Notwithstanding When engaging in any of the foregoingprotected conduct described in this section, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information Company confidential information; provided, however, that such disclosures may constitute be made to Government Agencies in connection with Protected Activity. For the sake of clarity, Company confidential information under does not include information regarding working conditions, wages, benefits, or other terms and conditions of employment. Additionally, Executive understands that the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” protected conduct described herein does not include the disclosure of any Company attorney-client privileged communicationscommunications or privileged attorney work product. Any language Executive understands that nothing in the Confidentiality Agreement regarding your right to engage shall limit or prohibit Executive from engaging in Protected Activity that conflicts with, or is contrary to, any protected conduct set forth in this paragraph is superseded by this Agreementsection. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (ARCA Biopharma, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state, federal, or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Confidential Information Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Confidential Information Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Release of Claims (Tintri, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph Section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Invuity, Inc.)

Protected Activity Not Prohibited. Nothing You understand that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means will mean: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand ; and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that in connection with such Protected Activity, you are permitted have reason to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Companybelieve is unlawful. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights you may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit your participation in any legally protected activities, such as (v) making truthful statements in response to a subpoena or other legal process, (w) forming, joining, or supporting labor unions, (x) bargaining collectively through representatives of employees’ choosing, (y) discussing wages, benefits, or terms and conditions of employment, and (z) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of you or the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA. Nothing in the Confidentiality Agreement shall limit or prohibit you from engaging in any protected conduct set forth in this section.

Appears in 1 contract

Samples: Transition Agreement (Lyft, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) disclosing information pertaining to sexual harassment or any other unlawful or potentially unlawful conduct. You understand Employee understands that in connection with such Protected ActivityActivity under prong (i) of this section, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Zovio Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will Separation Date Release shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this AgreementAgreement and the Separation Date Release, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph Section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement or in the Separation Date Release constitutes a waiver of any rights Executive may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Transition and Consulting Agreement (Osprey Technology Acquisition Corp.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Agreement, or in any other agreement between you and or policy with or by the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose including disclosing documents or other information as permitted by law. In addition, and without giving notice tonothing in this Agreement, or receiving authorization from, any other agreement or policy with or by the Company, prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include involve unlawful acts in the disclosure of workplace or the activity otherwise protected herein. Executive further understands that Executive is not permitted to disclose any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, Executive understand that nothing in this Agreement (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Executive Employment Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement, the Supplemental Release, or the Confidentiality Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this AgreementAgreement and the Supplemental Release, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, nothing in this Agreement or in the Supplemental Release constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Transition Agreement and Release (NanoString Technologies Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For the purposes of this Agreement, Protected Activity” Activity means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement and Release (Telenav, Inc.)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Commission (the “Government Agencies”). You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Consultant understands that nothing in this Agreement, including its definition of Confidential Information, limits Consultant’s rights to discuss or disclose Consultant’s compensation or the terms or conditions of Consultant’s service relationship with the Company, to the extent protected by applicable law, or otherwise impairs Consultant from assisting other Company current or former service providers in the exercise of their rights under applicable law.

Appears in 1 contract

Samples: Transition Agreement and Release (Athira Pharma, Inc.)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means includes (i) filing and/or pursuing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Board, (ii) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the “Government Agencies”)part of the other party to this Agreement, or on the part of the agents or employees of the other party, when Consultant has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, and (iii) disclosing information pertaining to sexual harassment or any unlawful or potentially unlawful conduct to the extent such disclosure is protected by applicable law. You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesor in any manner not protected by applicable law. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Consulting Agreement (Cutera Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement Separation Agreement, or in any other agreement between you and or policy of the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are he is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement Confidential Information to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Transition Agreement (National Instruments Corp)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) disclosing information pertaining to sexual harassment or any other unlawful or potentially unlawful conduct. You understand Employee understands that in connection with such Protected ActivityActivity under prong (i) of this section, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement Employment Agreements regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this AgreementRelease. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Affirm Holdings, Inc.)

Protected Activity Not Prohibited. Nothing I understand that nothing in this Agreement limits or in any other agreement between you and the Company, as applicable, will in any way limit prohibits me from filing and/or pursuing a charge or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose including disclosing documents or other information as permitted by law. In addition, and without giving notice toI understand that nothing in this Agreement, including its definition of Confidential Information, prevents me from discussing or receiving authorization fromdisclosing information about unlawful acts in the workplace, the Companysuch as harassment or discrimination or any other conduct that I have reason to believe is unlawful. Notwithstanding the foregoingpreceding, you I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You I further understand that “Protected Activity” does I am not include permitted to disclose the disclosure of any Company Company’s attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are I am notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. Finally, I understand that nothing in this Agreement, including its definition of Confidential Information, (i) limits employees’ rights to discuss or disclose wages, benefits, or terms and conditions of employment as protected by applicable law, including any rights under Section 7 of the National Labor Relations Act, or (ii) otherwise impairs employees from assisting other Company employees and/or former employees in the exercise of their rights under Section 7 of the National Labor Relations Act.

Appears in 1 contract

Samples: Employment Agreement (NanoString Technologies Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the -6- Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. 13.

Appears in 1 contract

Samples: Transition Agreement and Release

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means including filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Employment Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph Section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Mutual Separation Agreement (Pfenex Inc.)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected ActivityActivity under this section, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will Supplemental Release shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this AgreementSupplemental Release, “Protected Activity” means includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, or local other governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. You understand Executive understands that in connection with such Protected Activity, you are Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information Confidential Information under the Confidentiality Employee Agreement to any parties other than the Government Agencies. You Executive further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Employee Agreement regarding your Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this AgreementSupplemental Release. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Applied Materials Inc /De)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Executive Employment Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means includes (i) filing and/or pursuing a charge, complaint, charge or report complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”), (ii) testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the other party to this Agreement, or on the part of the agents or employees of the other party, when Consultant been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, and (iii) disclosing information pertaining to sexual harassment or any unlawful or potentially unlawful conduct to the extent such disclosure is protected by applicable law. You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agenciesor in any manner not protected by applicable law. You Consultant further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order. The Parties hereto have executed this Consulting Agreement as of the date first written above. By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxx, Chairman Contact. Consultant’s principal Company contact: Name: Xxxx Xxxx Title: President and Chief Executive Officer Email: Services. The Services will include, but will not be limited to, the following: 1. advise and assist with transition matters and onboarding assistance as requested by the Company’s President and Chief Executive Officer or its Board of Directors; 2. advise and assist on matters related to patent litigation, product liability litigation, and employment litigation as requested by the Company’s President and Chief Executive Officer or its Board of Directors; provided that in no event will the time required for these Services be greater than 480 hours over the 12 month term of this Agreement.

Appears in 1 contract

Samples: Consulting Agreement (Minerva Surgical Inc)

Protected Activity Not Prohibited. Nothing Executive understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand ; and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that in connection with such Protected Activity, you are permitted Executive has reason to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Companybelieve is unlawful. Notwithstanding the foregoing, you agree Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Executive further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Executive’s right to engage in Protected Activity protected conduct that conflicts with, or is contrary to, this paragraph Section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement and Release (Alx Oncology Holdings Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected ActivityActivity under this section, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the CompanyCompany Group. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under of the Confidentiality Agreement Company Group to any parties other than the Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company Group attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, communications or is contrary to, this paragraph is superseded by this Agreementattorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Fabrinet)

Protected Activity Not Prohibited. Nothing Consultant understands that nothing in this Second Release Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Consultant from engaging for a lawful purpose in any Protected ActivityActivity (as described below). For purposes of this Agreement, “Protected Activity” means includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted byby any federal, any state, federal, or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board Board; and/or (ii) discussing or disclosing information about unlawful acts in the “Government Agencies”)workplace, such as harassment or discrimination or any other conduct that Consultant has reason to believe is unlawful. You understand Consultant understands that in connection with such Protected Activity, you are Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company confidential information under does not involve unlawful acts in the Confidentiality Agreement to any parties other than workplace or the Government Agenciesactivity otherwise protected herein. You Consultant further understand understands that Protected Activity” Activity does not include the disclosure of any Company attorney-client privileged communicationscommunications or attorney work product. Any language in the Confidentiality Agreement regarding your Consultant’s right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph section is superseded by this Second Release Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ix) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iiy) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to a court order.

Appears in 1 contract

Samples: Consulting Agreement (Cutera Inc)

Protected Activity Not Prohibited. Nothing Employee understands that nothing in this Agreement or in any other agreement between you and the Company, as applicable, will shall in any way limit or prohibit you Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means shall mean filing a charge, complaint, or report with, or otherwise communicatingcommunicating with, cooperating, cooperating with or participating in any investigation or proceeding that may be conducted by, any state, federal, state or local governmental government agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand Employee understands that in connection with such Protected Activity, you are Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the relevant Government Agencies. You Employee further understand understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in , and that any such disclosure without the Confidentiality Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by Company’s written consent shall constitute a material breach of this Agreement. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney 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 pursuant to court order.

Appears in 1 contract

Samples: Separation Agreement (Aurora Innovation, Inc.)

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