Common use of Protected Conduct Clause in Contracts

Protected Conduct. Executive understands that nothing in this Agreement prohibits Executive from opposing or reporting to the relevant law-enforcement agency (such as the Securities and Exchange Commission) an event Executive reasonably and in good faith believes is a violation of law, requires notice to or approval from Company before doing so, or prohibits cooperating in an investigation conducted by such a government agency, nor does it prohibit 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. Executive acknowledges notice that pursuant to the Defend Trade Secrets Act (DTSA): (1) no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. The foregoing will not be construed to invite, permit, or limit liability for otherwise illegal activity such a breaking and entering, illegal computer access (hacking) or theft of the Company property.

Appears in 3 contracts

Samples: Executive Employment Agreement (Teladoc Health, Inc.), Executive Employment Agreement (Teladoc Health, Inc.), Executive Employment Agreement (Teladoc Health, Inc.)

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Protected Conduct. Executive understands that nothing Nothing in this Agreement (a) prohibits Executive the Participant from opposing or reporting an event that the Participant reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange CommissionCommission or Department of Labor), (b) an event Executive reasonably and in good faith believes is a violation of law, requires notice to or approval from the Company before doing so, or (c) prohibits the Participant from cooperating in an investigation conducted by such a government agency, nor does it prohibit disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct . Further Participant is hereby advised that Executive has reason to believe is unlawful. Executive acknowledges notice that pursuant to under the Defend Trade Secrets Act of 2016 (DTSA): (1) ), no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal federal, state or State local trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made under seal so seal. Also, the DTSA further provides that it is not made public; and, (2) an individual who pursues files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by pursuant to court order. The foregoing will To the extent that the Participant is covered by Section 7 of the National Labor Relations Act (NLRA) because the Participant is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit the Participant from using information the Participant acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company property.for any purpose protected under the NLRA. [Signatures to appear on following page]

Appears in 3 contracts

Samples: Performance Unit Award Agreement (Berkley W R Corp), Performance Unit Award Agreement (Berkley W R Corp), 2022 Performance Unit Award Agreement (Berkley W R Corp)

Protected Conduct. Executive understands that nothing Nothing in this Agreement prohibits Executive the Participant from opposing or reporting an event that the Participant reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission) an event Executive reasonably and in good faith believes is a violation Commission or Department of lawLabor), requires notice to or approval from the Company before doing so, or prohibits the Participant from cooperating in an investigation conducted by such a government agency, nor does . This may include a disclosure of trade secret information provided that it prohibit disclosing information about unlawful acts must comply with the restrictions in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Executive acknowledges notice that pursuant to the Defend Trade Secrets Act of 2016 (DTSA): (1) ). The DTSA provides that no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and. Also, (2) the DTSA further provides that an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. The foregoing will To the extent that the Participant is covered by Section 7 of the National Labor Relations Act (NLRA) because the Participant is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit the Participant from using information the Participant acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company property.for any purpose protected under the NLRA. [Signatures to appear on following page]

Appears in 2 contracts

Samples: 2020 Performance Unit Award Agreement (Berkley W R Corp), 2018 Performance Unit Award Agreement (Berkley W R Corp)

Protected Conduct. Executive understands that nothing Nothing in this Agreement prohibits Executive Grantee from opposing or reporting an event that Grantee reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission) an event Executive reasonably and in good faith believes is a violation Commission or Department of lawLabor), requires notice to or approval from the Company before doing so, or prohibits Grantee from cooperating in an investigation conducted by such a government agency, nor does . This may include a disclosure of trade secret information provided that it prohibit disclosing information about unlawful acts must comply with the restrictions in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Executive acknowledges notice that pursuant to the Defend Trade Secrets Act of 2016 (DTSA): (1) ). The DTSA provides that no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and. Also, (2) the DTSA further provides that an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. The foregoing will To the extent that Grantee is covered by Section 7 of the National Labor Relations Act (NLRA) because Grantee is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit Grantee from using information Grantee acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company propertyfor any purpose protected under the NLRA.

Appears in 2 contracts

Samples: Performance Based Restricted Stock Unit Agreement (Berkley W R Corp), Restricted Stock Unit Agreement (Berkley W R Corp)

Protected Conduct. Executive understands that nothing Nothing in this Agreement prohibits Executive the Participant from opposing or reporting an event that the Participant reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission) an event Executive reasonably and in good faith believes is a violation Commission or Department of lawLabor), requires notice to or approval from the Company before doing so, or prohibits the Participant from cooperating in an investigation conducted by such a government agency, nor does . This may include a disclosure of trade secret information provided that it prohibit disclosing information about unlawful acts must comply with the restrictions in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Executive acknowledges notice that pursuant to the Defend Trade Secrets Act of 2016 (DTSA): (1) ). The DTSA provides that no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and. Also, (2) the DTSA further provides that an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. The foregoing will To the extent that the Participant is covered by Section 7 of the National Labor Relations Act (NLRA) because the Participant is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit the Participant from using information the Participant acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company propertyfor any purpose protected under the NLRA.

Appears in 1 contract

Samples: Performance Unit Award Agreement (Berkley W R Corp)

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Protected Conduct. Executive understands that nothing Nothing in this Agreement (a) prohibits Executive Grantee from opposing or reporting an event that Grantee reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange CommissionCommission or Department of Labor), (b) an event Executive reasonably and in good faith believes is a violation of law, requires notice to or approval from the Company before doing so, or (c) prohibits Grantee from cooperating in an investigation conducted by such a government agency. Further, nor does it prohibit disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct Grantee is hereby advised that Executive has reason to believe is unlawful. Executive acknowledges notice that pursuant to under the Defend Trade Secrets Act of 2016 (DTSA): (1) no DTSA),no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal federal, state or State local trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made under seal so seal. Also, the DTSA further provides that it is not made public; and, (2) an individual who pursues files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, secret except as permitted by pursuant to court order. The foregoing will To the extent that Grantee is covered by Section 7 of the National Labor Relations Act (NLRA) because Grantee is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit Grantee from using information Grantee acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company propertyfor any purpose protected under the NLRA.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Berkley W R Corp)

Protected Conduct. Executive understands that nothing Nothing in this Agreement (a) with respect to an event that Participant reasonably and in good faith believes at the time of reporting is a violation of law, prohibits Executive the Participant from opposing or reporting such event in confidence to the relevant law-enforcement agency (such as the Securities and Exchange CommissionCommission or Department of Labor) an event Executive reasonably and in good faith believes is a violation of law, or requires notice to or approval from the Company before doing so, or (b) prohibits the Participant from cooperating in an investigation conducted by such a government agency, nor does it prohibit or (c) prohibits Participant from discussing or disclosing information about unlawful acts in the workplace, such workplace as harassment or discrimination or any other conduct that Executive has reason permitted under applicable law which Participant reasonably and in good faith believes at the time of disclosure to believe is be unlawful. Executive acknowledges notice Further Participant is hereby advised that pursuant to under the Defend Trade Secrets Act of 2016 (DTSA): (1) ), no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal federal, state or State local trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made under seal so seal. Also, the DTSA further provides that it is not made public; and, (2) an individual who pursues files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by pursuant to court order. The foregoing will To the extent that the Participant is covered by Section 7 of the National Labor Relations Act (NLRA) because the Participant is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit the Participant from using information the Participant acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company property.or its Subsidiary or Affiliate for any purpose protected under the NLRA. [Signatures to appear on following page]

Appears in 1 contract

Samples: Performance Unit Award Agreement (Berkley W R Corp)

Protected Conduct. Executive understands that nothing Nothing in this Agreement (a) with respect to an event that Grantee reasonably and in good faith believes at the time of reporting is a violation of law, prohibits Executive Grantee from opposing or reporting such event in confidence to the relevant law-enforcement agency (such as the Securities and Exchange CommissionCommission or Department of Labor) an event Executive reasonably and in good faith believes is a violation of law, or requires notice to or approval from the Company before doing soreporting such event, or (b) prohibits Grantee from cooperating in an investigation conducted by such a government agency, nor does it prohibit or (c) prohibits Grantee from discussing or disclosing information about unlawful acts in the workplace, such workplace as harassment or discrimination or any other conduct that Executive has reason permitted under applicable law which Grantee reasonably and in good faith believes at the time of disclosure to believe is be unlawful. Executive acknowledges notice Further, Grantee is hereby advised that pursuant to under the Defend Trade Secrets Act of 2016 (DTSA): (1) ), no individual (consultant, contractor or employee) will be held criminally or civilly liable under Federal federal, state or State local trade secret law for the disclosure of a trade secret that: (ai) is made in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to an attorney; , and made solely for the purpose of reporting or investigating a suspected violation of law; or, or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made under seal so seal. Also, the DTSA further provides that it is not made public; and, (2) an individual who pursues files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, secret except as permitted by pursuant to court order. The foregoing will To the extent that Grantee is covered by Section 7 of the National Labor Relations Act (NLRA) because Grantee is not in a supervisor or management role, nothing in this Agreement shall be construed to inviteprohibit Grantee from using information Grantee acquires regarding the wages, permitbenefits, or limit liability for otherwise illegal activity such a breaking other terms and entering, illegal computer access (hacking) or theft conditions of employment at the Company propertyor its Affiliates for any purpose protected under the NLRA.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Berkley W R Corp)

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