Common use of Protected Activity Not Prohibited Clause in Contracts

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT B

Appears in 2 contracts

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

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Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. NotwithstandingIn addition, I understand that nothing in making this Agreement, including its definition of Company Confidential Information, (i) limits employees’ rights to discuss or disclose the terms, wages, and working conditions of their employment, nor (ii) prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any such disclosures or communicationsother conduct that I have reason to believe is unlawful. Notwithstanding the preceding, 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 to any parties other than does not involve unlawful acts in the Government Agenciesworkplace or the activity otherwise protected herein. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 12/31/2023 /s/ Antonio Pexxx Xxxxx Xxxxxxxxxxx Xxxxxxxx Signature Antonio Pexxx Xxxxx Xxxxxxxxxxx Xxxxxxxx Name of Employee (typed or printed) ACKNOWLEDGED AND AGREED STARDUST POWER INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, CEO EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description None None None X No inventions or improvements (check here and indicate “None” above) Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT 12/31/2023 By: /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxx Name of Employee (typed or printed) EXHIBIT BB CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME—EXEMPTION FROM AGREEMENT

Appears in 2 contracts

Samples: Global Partner Acquisition Corp II, Global Partner Acquisition Corp II

Protected Activity Not Prohibited. I understand Employee understands that nothing in this Agreement limits shall in any way limit or prohibits me prohibit Employee from engaging 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” shall mean (a) filing a charge charge, complaint, or complaint report with, or otherwise communicating or cooperating with communicating, cooperating, or participating in any 9 investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“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. Employee understands that in connection with such Protected Activity, Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. NotwithstandingNotwithstanding the foregoing, in making any such disclosures or communications, I agree to take all reasonable precautions to Employee shall prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. I Employee further understand understands that I am “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work product. 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, I hereby acknowledge that the Company has provided me with notice in compliance with pursuant to the Defend Trade Secrets Act of 2016 regarding immunity from liability 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for limited disclosures the disclosure of a trade secretssecret that (a) 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 (b) 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. The full text In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the notice is attached trade secret to the individual’s attorney and use the trade secret information in Exhibit B. Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT Bthe 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. I understand that nothing in this Agreement limits shall in any way limit or prohibits prohibit me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint with, or otherwise communicating or cooperating with cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, state or local government agency or commissionother governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Commission and the National Labor Relations Board (“Government Agencies”)Board. Notwithstanding any restrictions set forth in this Agreement, including I understand that I am not required to obtain authorization from the Company prior to disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor am I obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding, 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 to any parties other than the Government Agenciesrelevant government agencies. I further understand that I am “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date​ Date : 3/17/2017 | 10:02 PDT 11/04/2017 Signature /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Xxxxxxx Xxxxxxxxx Name of Employee (typed or printed) ​ ​ EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x of Brief Description 11/04/2017 Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na ​ √ No inventions or improvements ​ __ Additional Sheets Attached Date​ Date : 3/17/2017 | 10:02 PDT 11/04/2017 /s/ Antonio Pexxx Xxxxx Xxxxxxx Xxxxxxxxx Signature Antonio Pexxx Xxxxx Xxxxxxx Xxxxxxxxx Name of Employee (typed or printed) ​ ​ EXHIBIT BB ​ CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT ​

Appears in 1 contract

Samples: And Arbitration Agreement (Lemonade, Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. SIGNATURE PAGE OF XXXXXXXX LIFE SCIENCES, INC.’S AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx 2/9/23 /s/Xxxxx Xxxxxxx Signature Antonio Pexxx Xxxxx Xxxxxxx Name of Employee (typed or printed) Date: Signature Name of Witness (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) [**] EXHIBIT BB SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

Appears in 1 contract

Samples: Assignment and Arbitration Agreement (TriSalus Life Sciences, Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. D. On behalf of Stardust Power, Inc., we are pleased to extend this employment offer to you and look forward to your response. STARDUST POWER INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Director Date: 3/17/2017 | 10:02 PDT 22/09/2023 /s/ Antonio Pexxx Xxxxx Xxxxxx Xxxxxx Employee Signature Antonio Pexxx Xxxxx Xxxxxx Xxxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description NA NA NA ___ No inventions or improvements ___ Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT _________________________ /s/ Antonio Pexxx Xxxxx Xxxxxx Xxxxxx Signature Antonio Pexxx Xxxxx Xxxxxx Xxxxxx Name of Employee (typed or printed) EXHIBIT BB STARDUST POWER INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to Stardust Power Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have updated all of my social media accounts to delete any information, assertions, or suggestions to the effect that I am a current employee of the Company or am otherwise currently affiliated with the Company in any way. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that Agreement. I understand that pursuant to the Agreement, and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also agree that for twelve (12) months from this date, I will comply with the non-solicitation provisions, as set forth in Section 7 of the Agreement. After leaving the Company’s employment, I will be employed by ______________________________________________________ in the position of ______________________________________________________. Date: _____________________________ Signature Name of Employee (typed or printed) Address for Notifications: EXHIBIT C STARDUST POWER INC. CONFLICT OF INTEREST GUIDELINES It is the policy of Stardust Power Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

Appears in 1 contract

Samples: Invention Assignment and Arbitration Agreement (Global Partner Acquisition Corp II)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits shall in any way limit or prohibits prohibit me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint with, or otherwise communicating or cooperating with cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, state or local government agency or commissionother governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Commission and the National Labor Relations Board (“Government Agencies”)Board. Notwithstanding any restrictions set forth in this Agreement, including I understand that I am not required to obtain authorization from the Company prior to disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor am I obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding, 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 to any parties other than the Government Agenciesrelevant government agencies. I further understand that I am “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. DateDate : 3/17/2017 | 10:02 PDT 11/04/2017 Signature /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Xxxxxxx Xxxxxxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x of Brief Description 11/04/2017 Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na √ No inventions or improvements __ Additional Sheets Attached DateDate : 3/17/2017 | 10:02 PDT 11/04/2017 /s/ Antonio Pexxx Xxxxx Xxxxxxx Xxxxxxxxx Signature Antonio Pexxx Xxxxx Xxxxxxx Xxxxxxxxx Name of Employee (typed or printed) EXHIBIT BB CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT

Appears in 1 contract

Samples: Arbitration Agreement (INSU Acquisition Corp. II)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date2. [Signatures to follow on next page] CALIFORNIA This Agreement will be effective as of September 6, 2018. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT 1 TO THIS AGREEMENT. /s/ Xxxxxx Xxxxxxxx 9/19/2018 Xxxxxx Xxxxxxxx, M.D. Date Chief Executive Officer ACCEPTED AND AGREED TO: 3/17/2017 | 10:02 PDT By: /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name Hong Liang 9/19/2018 Hong Liang, Ph.D. Date CALIFORNIA EXHIBIT 1 EXCLUDED INVENTIONS TO: Kodiak Sciences Inc. (“Company”) FROM: Hong Liang, Ph.D. DATE: September 6, 2018 SUBJECT: Excluded Inventions (See Section 2.2 of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT Bthe Agreement)

Appears in 1 contract

Samples: Executive Employment Agreement (Kodiak Sciences Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. NotwithstandingIn addition, I understand that nothing in making this Agreement, including its definition of Company Confidential Information, (i) limits employees’ rights to discuss or disclose the terms, wages, and working conditions of their employment, nor (ii) prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any such disclosures or communicationsother conduct that I have reason to believe is unlawful. Notwithstanding the preceding, 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 to any parties other than does not involve unlawful acts in the Government Agenciesworkplace or the activity otherwise protected herein. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx September 19, 2022 Signature Antonio Pexxx Xxxxx Xxxx Xxxxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description ☒ No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx September 19, 2022 Signature Antonio Pexxx Xxxxx Xxxx Xxxxxxx Name of Employee (typed or printed) EXHIBIT BB SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

Appears in 1 contract

Samples: Executive Employment Agreement (Viracta Therapeutics, Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. D. Date: 3/17/2017 | 10:02 PDT 1/16/2019 Signature /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx X’Xxxxx Xxxxx X’Xxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT 1/16/2019 Signature /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx X’Xxxxx Xxxxx X’Xxxxx Name of Employee (typed or printed) EXHIBIT BB SPACEFLIGHT INDUSTRIES, INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to Spaceflight Industries, Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that Agreement. I understand that pursuant to the Agreement, and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also acknowledge that under the Agreement, for twelve (12) months from this date, I will not engage in any of the activities prohibited by Section 8 of the Agreement, including competition with the Company in the “Territory” defined in Section 8.A of the Agreement, and solicitation of employees, customers, vendors, consultants, collaborators, agents, and contractors of the Company. After leaving the Company’s employment, I will be employed by ___________________________________ in the position of ____________________________________________________. Date: Signature Name of Employee (typed or printed) Address for Notifications: EXHIBIT C SPACEFLIGHT INDUSTRIES, INC. CONFLICT OF INTEREST GUIDELINES It is the policy of Spaceflight Industries, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

Appears in 1 contract

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

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 10/28/2019 /s/ Antonio Pexxx Xxxxx Xxxx X. Xxxxxxxxx Signature Antonio Pexxx Xxxxx Xxxx X. Xxxxxxxxx Name of Employee (typed or printed) Proprietary Rights Agreement - 11 EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description X No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT 10/28/2019 /s/ Antonio Pexxx Xxxxx Xxxx X. Xxxxxxxxx Signature Antonio Pexxx Xxxxx Xxxx X. Xxxxxxxxx Name of Employee (typed or printed) Proprietary Rights Agreement - 12 EXHIBIT BB SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

Appears in 1 contract

Samples: Employment Agreement (National Instruments Corp)

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Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date2. [Signatures to follow on next page] CALIFORNIA This Agreement will be effective as of September 6, 2018. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT 1 TO THIS AGREEMENT. /s/ Xxxx Xxxxxxxx 9/21/2018 Xxxx Xxxxxxxx Date SUP and CFO ACCEPTED AND AGREED TO: 3/17/2017 | 10:02 PDT By: /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name Xxxxxx Xxxxxxxx 9/21/2018 Xxxxxx Xxxxxxxx, M.D. Date CALIFORNIA EXHIBIT 1 EXCLUDED INVENTIONS TO: Kodiak Sciences Inc. (“Company”) FROM: Xxxxxx Xxxxxxxx, M.D. DATE: September 6, 2018 SUBJECT: Excluded Inventions (See Section 2.2 of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT Bthe Agreement)

Appears in 1 contract

Samples: Executive Employment Agreement (Kodiak Sciences Inc.)

Protected Activity Not Prohibited. I You understand that nothing in this Agreement limits shall in any way limit or prohibits me prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint withcomplaint, or otherwise communicating or cooperating with communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, state or local government agency or commissionother governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”)Board. Notwithstanding any restrictions set forth in this Agreement, including you understand that you are not required to obtain authorization from the Company prior to disclosing documents or other information as permitted by law, 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, in making any such disclosures or communications, I you agree 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 ECIIA Agreement to any parties other than the Government Agenciesrelevant government agencies. I You further understand that I am “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In additionThis offer of benefits in exchange for a release of claims will expire at 5:00 p.m. (PDT) on August 31. If you agree to abide by the terms outlined in this Agreement, please sign this letter below and return it to me. I wish you the best in your future endeavors. Sincerely, Rambus Inc. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Senior Vice President, Human Resources BY SIGNING BELOW, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secretsACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT CAREFULLY, I UNDERSTAND THIS AGREEMENT CONTAINS A GENERAL RELEASE, AND I AGREE TO ITS TERMS. The full text of the notice is attached in Exhibit B. /s/ Xxxxxx Xxxxx 8-5-16 Xxxxxx Xxxxx Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT B

Appears in 1 contract

Samples: Rambus Inc

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, public prosecutor, or law enforcement agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 12/18/2023 /s/ Antonio Pexxx Xxxxx Xxxx Xxxxxxx Signature Antonio Pexxx Xxxxx Xxxx Xxxxxxx Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description NA No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT 12/18/2023 /s/ Antonio Pexxx Xxxxx Xxxx Xxxxxxx Signature Antonio Pexxx Xxxxx Xxxx Xxxxxxx Name of Employee (typed or printed) EXHIBIT BB CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT

Appears in 1 contract

Samples: Employment Agreement (Twist Bioscience Corp)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date2. [Signatures to follow on next page] CALIFORNIA This Agreement will be effective as of September 6, 2018. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT 1 TO THIS AGREEMENT. /s/ Xxxxxx Xxxxxxxx 9/20/2018 Xxxxxx Xxxxxxxx, M.D. Date Chief Executive Officer ACCEPTED AND AGREED TO: 3/17/2017 | 10:02 PDT By: /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name Xxxx X. Xxxxxxxx 9/20/2018 Xxxx X. Xxxxxxxx Date CALIFORNIA EXHIBIT 1 EXCLUDED INVENTIONS TO: Kodiak Sciences Inc. (“Company”) FROM: Xxxx X. Xxxxxxxx DATE: September 6, 2018 SUBJECT: Excluded Inventions (See Section 2.2 of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT Bthe Agreement)

Appears in 1 contract

Samples: Executive Employment Agreement (Kodiak Sciences Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted byby law enforcement, any federal, state or local government agency or commissioncommission that enforces anti-discrimination laws, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, Company, or exercising my right to self-organization, to form, join or assist labor organizations, to bargain collectively through representatives of my own choosing, and to engage in other concerted activities for the Companypurpose of collective bargaining or other mutual aid or protection, including, without limitation, my right to discuss with others wages, hours, working conditions, and the terms and conditions of my employment, as provided under Section 7 of the National Labor Relations Act. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In additionFor the avoidance of doubt, I hereby acknowledge understand that nothing in this Agreement prohibits me from discussing my employment, or discussing or making good- faith allegations, claims or disclosures regarding information about unlawful acts in the Company has provided me workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful, or speaking with notice in compliance with an attorney regarding the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secretssame. The full text This Agreement will be effective as of the notice is attached in Exhibit B. Datedate signed by the Employee below. EMPLOYER: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee Blockdaemon Inc. EMPLOYEE: (typed or printedSignature) EXHIBIT A LIST OF (Signature) Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx (Printed Name) (Printed Name) CEO 2/4/2022 (Title) (Date Signed) PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) EXHIBIT BINVENTIONS

Appears in 1 contract

Samples: Employee Confidential Information and Inventions Assignment Agreement

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. D. [SIGNATURE PAGE TO SPACEFLIGHT INDUSTRIES, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT] Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Xxxx Signature Antonio Pexxx Xxxxx Name of Employee (typed or printed) Xxxxx Xxxx EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description None No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pexxx Xxxxx Xxxx Signature Antonio Pexxx Xxxxx Xxxx Name of Employee (typed or printed) EXHIBIT BB SPACEFLIGHT INDUSTRIES, INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to Spaceflight Industries, Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that Agreement. I understand that pursuant to the Agreement, and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also acknowledge that under the Agreement, for twelve (12) months from this date, I will not engage in any of the activities prohibited by Section 8 of the Agreement, including competition with the Company in the “Territory” defined in Section 8.A of the Agreement, and solicitation of employees, customers, vendors, consultants, collaborators, agents, and contractors of the Company. After leaving the Company’s employment, I will be employed by in the position of . Date: Signature Name of Employee (typed or printed) Address for Notifications: EXHIBIT C SPACEFLIGHT INDUSTRIES, INC. CONFLICT OF INTEREST GUIDELINES It is the policy of Spaceflight Industries, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

Appears in 1 contract

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

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. Notwithstanding, 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 to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT May 27, 2022 /s/ Antonio Pexxx Xxxxx Xxxxxx Xxxxxxx Signature Antonio Pexxx Xxxxx Xxxxxx X Xxxxxxx, MD Name of Employee (typed or printed) EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description Not applicable Not applicable Not applicable _X_ No inventions or improvements ___ Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT May 27, 2022 /s/ Antonio Pexxx Xxxxx Xxxxxx Xxxxxxx Signature Antonio Pexxx Xxxxx Xxxxxx X Xxxxxxx, MD Name of Employee (typed or printed) EXHIBIT BB SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

Appears in 1 contract

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

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