Common use of Protected Rights Clause in Contracts

Protected Rights. (a) An individual may 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 (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 4 contracts

Samples: Severance Benefits Agreement (AutoWeb, Inc.), Severance Benefits Agreement (AutoWeb, Inc.), Severance Benefits Agreement (AutoWeb, Inc.)

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Protected Rights. Notwithstanding anything in this Agreement to the contrary, (ai) An individual nothing in this Agreement, including but not limited to the release, or other agreement prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (ii) Executive does not need the prior authorization of Employers to take any action described in (i), and Executive is not required to notify Employers that he has taken any action described in (i); and (iii) neither this Agreement nor the release limits Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive shall not be held criminally or civilly liable under any federal federal, state or state local trade secret law for the disclosure of a trade secret that: that (ix) is made (1A) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; and (2B) solely for the purpose of reporting or investigating a suspected violation of or law; or (iiy) is made in a complaint compliant or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherAdditionally, an individual who files a lawsuit for retaliation by suing an employer for retaliation based on the reporting of a suspected violation of law may disclose the employer's a trade secrets secret to the his attorney and use the trade secret information in the court proceeding if the individual: (i) files proceeding, so long as any document containing the trade secret is filed under seal; seal and (ii) the individual does not disclose the trade secret, secret except pursuant to court order. . The rights described in this subparagraph (bh) You understand that this general release does not apply are referred to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or as the “Protected Rights.” It is acknowledged that the purpose of these covenants and promises is (and that they are necessary) to protect Employers’ legitimate business interests, to protect Employers’ investment in the Confidentiality overall development of its business and the good will of its customers, and to protect and retain (and to prevent Executive from unfairly and to the detriment of Employers utilizing or taking advantage of) such business trade secrets and Confidential Information of Employers and those substantial contacts and relationships (including those with customers and employees of Employers) which Executive established due to his employment with Employers. This Agreement limits Your ability is not intended to do preclude Executive’s opportunity to engage in or otherwise pursue occupations in any unrelated or non-competitive field of endeavor, or to engage in or otherwise pursue directly competitive endeavors so long as they meet the following: requirements of this Agreement. Executive represents that his experience and abilities are such that existence or enforcement of these covenants and promises shall not prevent Executive from earning or pursuing an adequate livelihood and shall not cause an undue burden to Executive or his family. Executive acknowledges that these covenants and promises (iand their respective time, geographic, and/or activity limitations) file are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in light of Executive’s position with Employers and Employers’ business, and Executive agrees to strictly abide by the terms hereof. If any provision of this Agreement is ruled invalid or unenforceable by a claim for unemployment court of competent jurisdiction because of a conflict between the provision and any applicable law or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commissionpublic policy, the National Labor Relations Boardprovision shall be redrawn to make the provision consistent with, and valid and enforceable under, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, law or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitpublic policy.

Appears in 3 contracts

Samples: Employment Agreement (Atlantic Capital Bancshares, Inc.), Employment Agreement (Atlantic Capital Bancshares, Inc.), Employment Agreement (Atlantic Capital Bancshares, Inc.)

Protected Rights. (a) An individual may 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 (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 3 contracts

Samples: Severance Benefits Agreement (AutoWeb, Inc.), Severance Benefits Agreement (AutoWeb, Inc.), Severance Benefits Agreement (AutoWeb, Inc.)

Protected Rights. (a) An individual may 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 (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand Executive understands that nothing contained in this Agreement or in the Confidentiality Agreement limits Your Executive’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, Commission or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) . Executive further understands that this Confidentiality Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other Company confidential information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested . This Confidentiality Agreement does not limit Executive’s right to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies 4. As a material inducement for the Company’s willingness to enter into the Confidentiality Agreement and offer the substantial benefits memorialized herein to Executive, providedand in order to protect the Company’s Confidential Information, howeverwhich Executive acknowledges is a substantial asset of the Company, You agree the Executive agrees that if during Executive’s employment with the Company and/or a Successor Employer and for a period of twelve (12) months after the Executive’s termination of employment (the “Restricted Period”), Executive will not, directly or indirectly, on her own or on behalf of any claim is prosecuted other entity: (a) induce, or attempt to induce, any employee, executive, or independent contractor of the Company to cease such employment or relationship with the Company; (b) engage, employ, contract with, or participate in Your name before ownership with any court person who was an employee, executive, or administrative agencyindependent contractor for the Company within the six (6) months immediately prior to such engagement, You waive and agree not employment, contract or other business relationship on behalf of any Competing Business (defined below); or (c) solicit, divert, appropriate to take or accept on behalf of any damages Competing Business, any business or account from any customer of the Company with whom Executive has interacted as part of his duties with the Company or about whom Executive has acquired confidential information in the course of his employment, or encourage or entice any such suitcustomer to cease its business or banking relationship with the Company. “Competing Business” means any bank or thrift with an office or branch in any county where the Company has an office or branch.

Appears in 2 contracts

Samples: Executive Employment Agreement (Oceanfirst Financial Corp), Confidentiality Agreement (Oceanfirst Financial Corp)

Protected Rights. Notwithstanding any other provision of this Agreement, nothing in this Agreement (or any other agreement signed by Executive) shall restrict Executive’s right to (a) report violations of law to law enforcement officials; (b) give truthful testimony under oath in a judicial, administrative, or arbitral proceeding; (c) file a charge with, make truthful statements to, cooperate with investigations by, or assist others in proceedings before governmental agencies (including the U.S Equal Employment Opportunity Commission, the National Labor Relations Board and the U.S Securities and Exchange Commission); (d) speak with an attorney representing Executive; (e) discuss the facts related to any claim of sexual assault or sexual harassment; (f) engage in whistle-blower activity protected by the Securities Exchange Act of 1934, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder (including Rule 21F-17); or (g) file or disclose any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which Executive may be entitled. In addition, 18 U.S.C. §1833(b) provides as follows, and nothing in this Agreement or any other agreement, or any Company policy, is intended to conflict with this statutory protection: “ (1) An individual may shall 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: that (iA) is made (1i) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney; and (2ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iiB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets secret to the attorney of the individual and use the trade secret information in the court proceeding proceeding, if the individual: individual (iA) files any document containing the trade secret under seal; and (iiB) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 2 contracts

Samples: Separation and Release Agreement (Inspirato Inc), Separation and Release Agreement (Inspirato Inc)

Protected Rights. 24.1 Nothing in this agreement is intended to, or does, prohibit the Executive from (ai) An individual may filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the Securities and Exchange Commission (the “SEC”)); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Executive understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherThe Executive likewise understands that, an individual who in the event he files a lawsuit for retaliation by an employer any member of the Group for reporting a suspected violation of law law, he may disclose the employer's trade secrets secret(s) of such Group Company to the his attorney and use the trade secret information in the court proceeding proceeding, if the individual: he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that . In accordance with applicable law, and notwithstanding any other provision of this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that agreement, nothing contained in this Agreement agreement or in the Confidentiality Agreement limits Your ability to do any of any policies or agreements of the following: Group or its affiliates applicable to the Executive (i) file a claim for unemployment impedes his right to communicate with the SEC or workers' compensation insurance; any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or requires him to provide any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without prior notice to the Company; (iv) testify Group or its affiliates or obtain their prior approval before engaging in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitcommunications.

Appears in 2 contracts

Samples: Service Agreement (Membership Collective Group Inc.), Service Agreement (Membership Collective Group Inc.)

Protected Rights. (a) An individual may Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of waived as a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation matter of law; , it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or (ii) is made in a complaint any other person or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files entity pursue any document containing the trade secret under seal; and (ii) does not disclose the trade secret, claim on Employee’s behalf except pursuant to court orderas stated below. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained Nothing in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and HousingCommission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) . Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgencyAgencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable. (ivc) testify in an administrative, legislativeNeither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or judicial proceeding concerning alleged submit Employee to civil or criminal conduct or sexual harassment on liability under a trade secret law, for the part following disclosures: (a) disclosures of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, subpoenaor (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or written request from an administrative agency (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitdisclosures.

Appears in 2 contracts

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

Protected Rights. (a) An individual may Sections 9 and 10 of this Agreement, as well as the Sections addressing your confidentiality obligations, representations regarding pending or future lawsuits, non-disparagement, agreement to arbitrate, and any other limitation and/or waiver in this Agreement exclude: claims arising after you sign this Agreement; claims for breach of this Agreement; and claims that cannot be held criminally waived, such as for unemployment or civilly liable under any federal worker’s’ compensation. Neither the release sections of this Agreement, nor anything else in this Agreement limits, or state trade secret law for the disclosure of a trade secret thatis intended to limit, your right or ability to: (i) is made (1) in confidence xxx to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for challenge this Agreement’s validity under the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insuranceADEA; (ii) file a charge complaint, charge, or complaint claim of discrimination or other illegal conduct, with the U.S. Equal Employment Opportunity Commission, the National Labor Relations BoardBoard (NLRB), the Occupational Safety and Health AdministrationDepartment of Labor (DOL), the Securities and Exchange Commission, the California Department of Fair Equal Employment and HousingOpportunity Commission (EEOC), or any other similar federal, state or local governmental agency fair employment practices agency, including law enforcement agencies; communicate directly with or commission provide information (“Government Agencies”including testimony) to an agency, self-regulatory authority, or state or federal regulatory authority, such as the Financial Industry Regulatory Authority (FINRA) or the U.S. Securities and Exchange Commission (SEC); or (iii) communicate with any Government Agencies or otherwise participate in any an agency investigation or proceeding that may be conducted by any Government Agency, including providing documents other administrative proceeding; or other information, without notice to the Company; (iv) testify in an administrative, legislative, any forum or judicial proceeding concerning alleged criminal conduct or as required by law. You may specifically testify regarding sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding criminal conduct, whether (a) in court pursuant to a lawfully issued subpoena or court order, subpoenaor (b) before the state legislature at the legislature’s written request. If you reside or last worked for Airbnb in Illinois, nothing in this Agreement limits your rights to make truthful disclosures regarding allegedly unlawful employment practices. Nothing in this Agreement limits your rights to make truthful disclosures or written request from an administrative to have truthful discussions regarding employment-related sexual harassment or assault. You nonetheless give up all rights to any money or other individual relief based on any agency or judicial decision, including class or collective actions or other rulings. However, you may receive money properly awarded by the SEC as a legislature; and (vii) receive reward for providing information to that agency. Nothing in this Agreement may be interpreted as a waiver of your vested Airbnb benefits or as a waiver of your right to continue any benefit under the terms of a benefit plan so long as you remain an award eligible participant in such benefit plan. Likewise, nothing in this Agreement is meant to waive any right that is not subject to waiver by private agreement, including any right that you may have under California Labor Code section 2802 to indemnification for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court expenses or administrative agency, You waive and agree not to take any damages from such suitlosses you incurred performing your Airbnb duties.

Appears in 2 contracts

Samples: Severance Agreement (Airbnb, Inc.), Severance Agreement (Airbnb, Inc.)

Protected Rights. The Executive understands, and the Company agrees, that nothing contained in this Agreement, or any other agreement between the Executive and the Company, limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (a) An individual “Government Agencies”). The Executive further understands, and the Company agrees, that this Agreement, and any other agreement between the Executive and the Company, does not limit the Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information to the Government Agency, without notice to the Company. The Executive further understands, and the Company agrees, that this Agreement, and any other agreement between the Executive and the Company, does not limit the Executive’s right to receive an award for information provided to any Government Agency. The Executive may 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 (1i) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; and (2ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who if the Executive files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law law, the Executive may disclose the employer's Company’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individualExecutive: (ia) files any document containing the trade secret under seal; and (iib) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 2 contracts

Samples: Employment Agreement (Reata Pharmaceuticals Inc), Employment Agreement (Reata Pharmaceuticals Inc)

Protected Rights. (a) An individual may Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of waived as a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation matter of law; , it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or (ii) is made in a complaint any other person or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files entity pursue any document containing the trade secret under seal; and (ii) does not disclose the trade secret, claim on Employee’s behalf except pursuant to court orderas stated below. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained Nothing in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) . Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgencyAgencies, including providing documents or other information, without notice to Team. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the Company; SEC or as otherwise applicable. (ivc) testify in an administrative, legislativeNeither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or judicial proceeding concerning alleged submit Employee to civil or criminal conduct or sexual harassment on liability under a trade secret law for, the part following disclosures: (a) disclosures of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, subpoenaor (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or written request from an administrative agency (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitdisclosures.

Appears in 2 contracts

Samples: Severance Agreement (Team Inc), Severance Agreement (Team Inc)

Protected Rights. (a) An individual may not be held criminally or civilly liable under Notwithstanding any federal or state trade secret law for the disclosure other provision of a trade secret that: (i) is made (1) in confidence to a federalthis Agreement, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, SEC or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”); (iii) , or from providing truthful testimony in response to a lawfully issued subpoena or court order. Employee understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Employer. In addition, Employee shall not be prohibited from providing any confidential information to the Company; (iv) testify SEC, cooperating with or assisting in an administrative, legislative, SEC investigation or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part receiving any monetary award as set forth in Section 21F of the Company Securities Exchange Act of 1934 or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award otherwise for information provided to the SEC. (b) The federal Defend Trade Secrets Act of 2016 (the “Act”) provides immunity from liability in certain circumstances to Employer’s employees, contractors, and consultants for limited disclosures of Employer “trade secrets,” as defined by the Act. Specifically, Employer’s employees, contractors, and consultants may disclose trade secrets: (i) in confidence, either directly or indirectly, to a Federal, state, or local government official, or to an attorney, “solely for the purpose of reporting or investigating a suspected violation of law,” or (ii) “in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Additionally, employees, contractors, and consultants who file lawsuits for retaliation by an employer for reporting a suspected violation of law may use and disclose related trade secrets in the following manner: (A) the individual may disclose the trade secret to his/her attorney, and (B) the individual may use the information in the court proceeding, as long as the individual files any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any document containing the trade secret under seal and does not otherwise disclose the trade secret “except pursuant to court or administrative agency, You waive and agree not to take any damages from such suitorder.

Appears in 2 contracts

Samples: Employment Agreement (CyrusOne Inc.), Employment Agreement (CyrusOne Inc.)

Protected Rights. (a) An individual may Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement, involves unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however, Employee represents that he has no unfiled workers’ compensation claim or unreported injury). To the extent that any such claim cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of waived as a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation matter of law; , it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or (ii) is made in a complaint any other person or other document that is filed under seal in a lawsuit or other proceedingentity pursue any claim on Employee’s behalf except as stated below. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.4 (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained Nothing in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) . Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgencyAgencies, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, . Neither this Agreement nor any other agreement or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part policy of the Company or any agent or employee of the Company when You are required or requested Team limits Employee’s right to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to the SEC or any Government Agenciesother non-waivable right to recover an award from another governmental agency. (c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from the following disclosures: (i) disclosures of trade secrets made in confidence to a federal, providedstate, howeveror local government official, You agree that or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (iii) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any claim document containing the trade secrets is prosecuted in Your name before any filed under seal and does not disclose the trade secrets, except pursuant to court order, or administrative agency, You waive and agree (iv) other actions protected as whistleblower activity under applicable law. Employee is not required to take any damages from such suitnotify Team of these allowed reports or disclosures.

Appears in 1 contract

Samples: Severance Agreement

Protected Rights. Notwithstanding the above, by signing this agreement, Executive does not release and discharge: (a) An individual any vested right that the Executive may have under the terms of any profit-sharing, retirement, or similar employee welfare benefit plan administrated by the Company; (b) any claims that are not permitted to be held criminally waived or civilly liable released under applicable law, including but not limited to, the right to file a charge with or participate in an investigation by the EEOC, claims for workers’ compensation, and claims for unemployment compensation; (c) any claim for breach of this Agreement or to challenge its validity under the Age Discrimination in Employment Act (“ADEA”); and (d) any claims arising after the date on which Executive signs this Agreement. Nor is this Agreement intended in any way to limit Executive’s right or ability to: (a) bring a lawsuit against the Company to enforce the Company’s obligations under this Agreement; (b) make any disclosure of information required by law; (c) report a possible violation of any federal law or state trade secret regulation to any government agency or entity including but not limited to the EEOC, the National Labor Relations Board (“NLRB”), the Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”), Congress, and any agency Inspector General, or making disclosures that are protected under the whistleblower provisions of any law; (d) initiate, provide information to, testify at, participate, or otherwise assist, in any investigation or proceeding brought by any federal regulatory or law for enforcement agency or legislative body, such as the disclosure EEOC and SEC, any self-regulatory organization, or the Company’s legal, compliance, or human resources officers relating to an alleged violation of a trade secret that: (i) is made (1) in confidence to a any federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of municipal law; or (iiE) is made in a complaint respond to any inquiry from such authority, including an inquiry about the existence of this agreement or other document that is filed under seal in a lawsuit or other proceedingits underlying facts. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) This agreement does not disclose require you to notify the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter Company of law cannot be waived. You further understand that nothing contained any such communications or inquiry described in this Agreement or in the Confidentiality Agreement limits Your ability to do any Section of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitagreement.

Appears in 1 contract

Samples: Separation Agreement (Vitality Biopharma, Inc.)

Protected Rights. (a) An individual may Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or otherwise is intended to limit Executive’s rights with respect to any disclosure made in compliance with GoDaddy’s Notice of Immunity under the Defend Trade Secrets Act (as set forth in the Employee Handbook), which provides that Executive shall not be held criminally have criminal or civilly liable civil liability under any federal Federal or state State trade secret law for the disclosure of a trade secret that: that (i) is made (1x) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney; attorney and (2y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherIn addition, an individual who if Executive files a lawsuit for retaliation by an employer GoDaddy or any of its affiliates for reporting a suspected violation of law law, Executive may disclose the employer's trade secrets secret to the Executive’s attorney and may use the trade secret information in the court proceeding proceeding, if the individual: Executive (iA) files any document containing the trade secret under seal; seal and (iiB) does not disclose the trade secret, except pursuant to court order. (b) You understand that Notwithstanding anything to the contrary in this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that Agreement, nothing contained in this Agreement or in the Confidentiality Agreement otherwise prohibits or limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file Executive from filing a charge or complaint with, reporting violations of law to, or otherwise communicating with or participating in any investigation or proceeding conducted by, any federal, state or local government agency or commission (including, without limitation, the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California U.S. Commodity Futures Trading Commission, the Equal Employment Opportunity Commission (the “EEOC”) the National Labor Relations Board (the “NLRB”) or the U.S. Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission Justice) (“Government Agencies”); (iii) communicate with , including disclosing documents or other information pertaining to GoDaddy or any Government Agencies of its affiliates without giving notice to, or receiving further authorization from, GoDaddy or an affiliate. GoDaddy and its affiliates may not retaliate against Executive for any of these activities, and nothing in this Agreement or otherwise participate would require Executive to waive any monetary award or other payment that Executive might become entitled to from the Government Agency. Moreover, nothing in this Agreement or otherwise prohibits Executive from notifying GoDaddy and its affiliates that he is going to make a report or disclosure to law enforcement. Notwithstanding the foregoing, in making any such disclosures or communications, Executive should take all reasonable precautions to prevent any unauthorized use or disclosure of information that may constitute GoDaddy Confidential Information (as defined in the Restrictive Covenant Agreement) to any parties other than the Government Agencies. Executive is also not permitted to disclose any attorney-client privileged communications with XxXxxxx and its affiliates. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement or otherwise prohibits or limits Executive from exercising Executive’s rights (if any) to engage in concerted activity protected by the National Labor Relations Act. (d) Executive understands that this Agreement does not prohibit Executive from participating in an investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislativeby, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to pursuing an administrative claim with, a court orderlocal, subpoenastate, or written request from an federal administrative body or government agency that is authorized to enforce or a legislature; and (vii) receive an award for information provided administer laws related to any Government Agenciesemployment, providedincluding, but not limited to, the EEOC or the NLRB. This Agreement does, however, You agree that if preclude Executive from pursuing court action regarding any claim is prosecuted in Your name before any court or administrative agencysuch claim, You waive and agree not to take any damages from such suitexcept as permitted by law.

Appears in 1 contract

Samples: Change in Control and Severance Agreement (GoDaddy Inc.)

Protected Rights. Notwithstanding anything in this Agreement to the contrary, (ai) An individual nothing in this Agreement, including but not limited to the release, or other agreement prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (ii) Executive does not need the prior authorization of Employers to take any action described in (i), and Executive is not required to notify Employers that he or she has taken any action described in (i); and (iii) neither this Agreement nor the release limits Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive shall not be held criminally or civilly liable under any federal federal, state or state local trade secret law for the disclosure of a trade secret that: that (ix) is made (1A) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; and (2B) solely for the purpose of reporting or investigating a suspected violation of or law; or (iiy) is made in a complaint compliant or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherAdditionally, an individual who files a lawsuit for retaliation by suing an employer for retaliation based on the reporting of a suspected violation of law may disclose the employer's a trade secrets secret to the his or her attorney and use the trade secret information in the court proceeding if the individual: (i) files proceeding, so long as any document containing the trade secret is filed under seal; seal and (ii) the individual does not disclose the trade secret, secret except pursuant to court order. . The rights described in this subparagraph (bh) You understand that this general release does not apply are referred to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or as the “Protected Rights.” It is acknowledged that the purpose of these covenants and promises is (and that they are necessary) to protect Employers’ legitimate business interests, to protect Employers’ investment in the Confidentiality overall development of its business and the good will of its customers, and to protect and retain (and to prevent Executive from unfairly and to the detriment of Employers utilizing or taking advantage of) such business trade secrets and Confidential Information of Employers and those substantial contacts and relationships (including those with customers and employees of Employers) which Executive established due to his employment with Employers. This Agreement limits Your ability is not intended to do preclude Executive’s opportunity to engage in or otherwise pursue occupations in any unrelated or non-competitive field of endeavor, or to engage in or otherwise pursue directly competitive endeavors so long as they meet the following: requirements of this Agreement. Executive represents that his experience and abilities are such that existence or enforcement of these covenants and promises shall not prevent Executive from earning or pursuing an adequate livelihood and shall not cause an undue burden to Executive or his family. Executive acknowledges that these covenants and promises (iand their respective time, geographic, and/or activity limitations) file are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in light of Executive’s position with Employers and Employers’ business, and Executive agrees to strictly abide by the terms hereof. If any provision of this Agreement is ruled invalid or unenforceable by a claim for unemployment court of competent jurisdiction because of a conflict between the provision and any applicable law or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commissionpublic policy, the National Labor Relations Boardprovision shall be redrawn to make the provision consistent with, and valid and enforceable under, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, law or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitpublic policy.

Appears in 1 contract

Samples: Employment Agreement (Atlantic Capital Bancshares, Inc.)

Protected Rights. Nothing in this Agreement, including but not limited to the acknowledgements, release of claims, the proprietary information, confidentiality, non-disparagement, and the return of property provisions (a) An individual may not be held criminally limits or civilly liable under any federal affects Employee’s right to disclose or state trade secret law for the disclosure of a trade secret that: (i) is made (1) in confidence to a federal, state, discuss sexual harassment or local government official, either directly or indirectly, or to an attorneysexual assault disputes; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that limits or affects Employee’s right to challenge the validity of this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement Release under the ADEA or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insuranceOlder Workers Benefit Protection Act; (iic) file prevents Employee from communicating with, filing a charge or complaint with with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by, the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housinglaw enforcement, or any other any federal, state or local governmental agency charged with the enforcement of any laws; or commission (“Government Agencies”)from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration; (iiid) communicate with any Government Agencies prevents a non-management, non-supervisory employees from engaging in protected concerted activity under §7 of the NLRA or otherwise participate similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in any investigation other activity for mutual aid or proceeding that may be conducted by any Government Agencyprotection, including providing documents or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other informationterms and conditions of employment, without notice unless the information was entrusted to the Company; (iv) testify employee in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the confidence by Option Care as part of the Company employee’s job duties. However, by signing this Release Employee is waiving Employee’s right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court ordercharge, subpoenacomplaint, or written request lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive a payment or award from an administrative a government agency or a legislature; (and (viinot Option Care) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court the government agency or administrative agency, You waive and agree not to take any damages from such suitwhere otherwise prohibited.

Appears in 1 contract

Samples: Transition and Separation Agreement (Option Care Health, Inc.)

Protected Rights. Nothing in this Agreement or otherwise is intended to, or does, prohibit the Executive from (ai) An individual may filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the Equal Employment Opportunity Commission, another other fair employment practices agency, the National Labor Relations Board, the Department of Labor, or the Securities and Exchange Commission (the “SEC”)); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who In the event the Executive files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law law, the Executive may disclose the employer's trade secrets secret(s) of the Company to the his attorney and use the trade secret information in the court proceeding proceeding, if the individual: Executive (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that . In accordance with applicable law, and notwithstanding any other provision of this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that Agreement, nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment any policies or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part agreements of the Company or any agent affiliate applicable to the Executive (i) impedes the Executive’s right to communicate with the SEC or employee any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires the Executive to provide any prior notice to the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, its affiliates or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to obtain their prior approval before engaging in any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitcommunications.

Appears in 1 contract

Samples: Agreement for the Payment of Benefits Following Termination of Employment (Veradigm Inc.)

Protected Rights. You understand that nothing in this Agreement or any policy of the Company (aincluding the Proprietary Information and Invention Assignment Agreement, the General Release and Waiver of Claims, the Covenant Not to Sue, and the Non-disparagement Obligation) An individual may is intended to or does prevent you from (i) 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; (ii) contacting, filing a charge or complaint with, providing information to, or cooperating with any investigation or proceeding being conducted by, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission, the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, the California Department of Fair Employment and Housing, the California Labor Commissioner, or another federal or state fair employment practices agency) regarding alleged violations of law or unlawful acts in the workplace, and doing so in each case without prior authorization of or notice to the Company; (iii) challenging the enforceability of this Agreement if permitted by law; (iv) responding truthfully to inquiries by governmental or regulatory agencies or bodies; (v) giving truthful testimony or making statements under oath in response to valid legal process (such as a subpoena) in any legal or regulatory proceeding; or (vi) pursuant to 18 U.S.C. § 1833(b), disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law, or if the disclosure is made in a document filed under seal in a lawsuit or other proceeding, and a party cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of such a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court orderdisclosure. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 1 contract

Samples: Separation Agreement (Hippo Holdings Inc.)

Protected Rights. Nothing in this agreement is intended to, or does, prohibit the Executive from (ai) An individual may filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the Securities and Exchange Commission (the “SEC”)); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Executive understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherThe Executive likewise understands that, an individual who in the event he files a lawsuit for retaliation by an employer any member of the Group for reporting a suspected violation of law law, he may disclose the employer's trade secrets secret(s) of such Group Company to the his attorney and use the trade secret information in the court proceeding proceeding, if the individual: he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that . In accordance with applicable law, and notwithstanding any other provision of this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that agreement, nothing contained in this Agreement agreement or in the Confidentiality Agreement limits Your ability to do any of any policies or agreements of the following: Group or its affiliates applicable to the Executive (i) file a claim for unemployment impedes his right to communicate with the SEC or workers' compensation insurance; any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or requires him to provide any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without prior notice to the Company; (iv) testify Group or its affiliates or obtain their prior approval before engaging in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitcommunications.

Appears in 1 contract

Samples: Service Agreement (Membership Collective Group Inc.)

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Protected Rights. Notwithstanding any other provision of this Agreement, (ai) An individual nothing in this Agreement or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i) , and the Participant is not required to notify the Company that he or she has taken any action described in (i) ; and (iii) this Agreement does not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any federal federal, state or state local trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherAdditionally, an individual who files a lawsuit for retaliation by suing an employer for retaliation based on the reporting of a suspected violation of law may disclose the employer's a trade secrets secret to the his or her attorney and use the trade secret information in the court proceeding if the individual: (i) files proceeding, so long as any document containing the trade secret is filed under seal; seal and (ii) the individual does not disclose the trade secret, secret except pursuant to court order. . The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (bexcept as otherwise set forth in Section 2(A)(iii) You understand that this general release does hereof). Capitalized terms used but not apply otherwise defined herein shall have the meaning given to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or such terms in the Confidentiality Agreement limits Your ability to do any of Plan and the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Performance- and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitService-Based Restricted Stock Unit Agreement.

Appears in 1 contract

Samples: Performance and Service Based Restricted Stock Unit Agreement (Hilton Grand Vacations Inc.)

Protected Rights. (a) An individual may Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of waived as a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation matter of law; , it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or (ii) is made in a complaint any other person or other document that is filed under seal in a lawsuit or other proceedingentity pursue any claim on Employee’s behalf except as stated below. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.4 (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained Nothing in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and HousingCommission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) . Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgencyAgencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable. (ivc) testify in an administrative, legislativeNeither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or judicial proceeding concerning alleged submit Employee to civil or criminal conduct or sexual harassment on liability under a trade secret law, for the part following disclosures: (a) disclosures of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, subpoenaor (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or written request from an administrative agency (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitdisclosures.

Appears in 1 contract

Samples: Severance Agreement

Protected Rights. Notwithstanding any other provision of this Agreement, nothing in this Agreement (or any other agreement signed by Executive) shall restrict Executive’s right to (a) report violations of law to law enforcement officials; (b) give truthful testimony under oath in a judicial, administrative, or arbitral proceeding; (c) file a charge with, make truthful statements to, cooperate with investigations by, or assist others in proceedings before governmental agencies (including the U.S Equal Employment Opportunity Commission, the National Labor Relations Board and the U.S Securities and Exchange Commission); (d) speak with an attorney representing Executive; (e) discuss the facts related to any claim of sexual assault or sexual harassment; (f) engage in whistle-blower activity protected by the Securities Exchange Act of 1934, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder (including Rule 21F-17); or (g) file or disclose any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which Executive may be entitled. In addition, 18 U.S.C. §1833(b) provides as follows, and nothing in this Agreement or any other agreement, or any Foundation policy, is intended to conflict with this statutory protection: “ (1) An individual may shall 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: that (iA) is made (1i) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney; and (2ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iiB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets secret to the attorney of the individual and use the trade secret information in the court proceeding proceeding, if the individual: individual (iA) files any document containing the trade secret under seal; and (iiB) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 1 contract

Samples: Separation and Release Agreement (Inspirato Inc)

Protected Rights. Notwithstanding any other provision of this Agreement, (ai) An individual nothing in this Agreement or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i), and the Participant is not required to notify the Company that he or she has taken any action described in (i); and (iii )this Agreement does not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any federal federal, state or state local trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherAdditionally, an individual who files a lawsuit for retaliation by suing an employer for retaliation based on the reporting of a suspected violation of law may disclose the employer's a trade secrets secret to the his or her attorney and use the trade secret information in the court proceeding if the individual: (i) files proceeding, so long as any document containing the trade secret is filed under seal; seal and (ii) the individual does not disclose the trade secret, secret except pursuant to court order. . The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (bexcept as otherwise set forth in Section 2(a)(iii) You understand that this general release does hereof). TERMS AND CONDITIONS FORNON-U.S. PARTICIPANTS Capitalized terms used but not apply otherwise defined herein shall have the meaning given to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or such terms in the Confidentiality Agreement limits Your ability to do any of Plan and the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Performance- and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitService-Based Restricted Stock Unit Agreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Hilton Grand Vacations Inc.)

Protected Rights. (a) An individual may not be held criminally or civilly liable under Notwithstanding any federal or state trade secret law for the disclosure other provision of a trade secret that: (i) is made (1) in confidence to a federalthis Agreement, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, SEC or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”); (iii) , or from providing truthful testimony in response to a lawfully issued subpoena or court order. Employee understands that this Agreement does not limit her ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Employer. In addition, Employee shall not be prohibited from providing any confidential information to the Company; (iv) testify SEC, cooperating with or assisting in an administrative, legislative, SEC investigation or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part receiving any monetary award as set forth in Section 21F of the Company Securities Exchange Act of 1934 or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award otherwise for information provided to the SEC. (b) The federal Defend Trade Secrets Act of 2016 (the “Act”) provides immunity from liability in certain circumstances to Employer’s employees, contractors, and consultants for limited disclosures of Employer “trade secrets,” as defined by the Act. Specifically, Employer’s employees, contractors, and consultants may disclose trade secrets: (i) in confidence, either directly or indirectly, to a Federal, state, or local government official, or to an attorney, “solely for the purpose of reporting or investigating a suspected violation of law,”; or (ii) “in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Additionally, employees, contractors, and consultants who file lawsuits for retaliation by an employer for reporting a suspected violation of law may use and disclose related trade secrets in the following manner: (A) the individual may disclose the trade secret to his/her attorney; and (B) the individual may use the information in the court proceeding, as long as the individual files any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any document containing the trade secret under seal and does not otherwise disclose the trade secret “except pursuant to court or administrative agency, You waive and agree not to take any damages from such suitorder.

Appears in 1 contract

Samples: Severance Agreement (CyrusOne Inc.)

Protected Rights. You understand that nothing in this Agreement or the Secondary General Release prevents you from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (a) An collectively, the “Government Agencies”). Neither this Agreement nor the Secondary General Release limits your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. While this Agreement and the Secondary General Release do not limit your right to receive an award for information provided to the Securities and Exchange Commission or to receive a monetary award from a government-administered whistleblower award program, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual may relief based on any claims that you have released and any rights you have waived by signing this Agreement and the Secondary General Release. Nothing in this Agreement or the Secondary General Release prevents you from discussing or disclosing employee wages, benefits or terms and conditions of employment, or information about unfair or unlawful acts or employment practices in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. Additionally, you further acknowledge that the Company has advised you that you will not be held civilly or criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (ia) is made (1i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (2ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, ; or (c) is made to an individual who files attorney or is used in a court proceeding in connection with a lawsuit for alleging retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use law, provided that the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret is filed under seal; seal and (ii) does not disclose the trade secret, disclosed except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 1 contract

Samples: Transition, Separation and Consulting Agreement (Atara Biotherapeutics, Inc.)

Protected Rights. Employee understands that this Agreement does not limit Employee’s right to: (a) An individual may 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 (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or in the Confidentiality Agreement limits Your ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file File a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state state, or local governmental agency or commission (“Government Agencies”); . Additionally, Employee understands that Section 7 of the National Labor Relations Act guarantees employees the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for collective bargaining or other mutual aid or protection, as well as the right to refrain from any or all such activities. Employee understands that nothing contained in this Agreement limits Employee’s rights under the National Labor Relations Act; (iiib) communicate Communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; Employer; (ivc) testify Receive an award for information provided to any Government Agencies; (d) Report any allegations of unlawful conduct, including alleged criminal conduct or unlawful discrimination, harassment, or retaliation, to any Government Agencies; (e) Testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company alleged discrimination, harassment, or any agent retaliation by Employer or employee of the Company its agents or Employees when You are required or requested to attend the proceeding pursuant to by a court order, subpoena, or written request from an administrative agency or a the legislature; and or (viif) receive an award for information provided to any Government AgenciesMake truthful statements or disclosures about alleged unlawful discrimination, providedharassment, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitretaliation.

Appears in 1 contract

Samples: Separation Agreement (Bancorp 34, Inc.)

Protected Rights. Notwithstanding anything in this Agreement to the contrary, (ai) An individual nothing in this Agreement, including but not limited to the release, or other agreement prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (ii) Executive does not need the prior authorization of Employers to take any action described in (i), and Executive is not required to notify Employers that she has taken any action described in (i); and (iii) neither this Agreement nor the release limits Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive shall not be held criminally or civilly liable under any federal federal, state or state local trade secret law for the disclosure of a trade secret that: that (ix) is made (1A) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; and (2B) solely for the purpose of reporting or investigating a suspected violation of or law; or (iiy) is made in a complaint compliant or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherAdditionally, an individual who files a lawsuit for retaliation by suing an employer for retaliation based on the reporting of a suspected violation of law may disclose the employer's a trade secrets secret to the her attorney and use the trade secret information in the court proceeding if the individual: (i) files proceeding, so long as any document containing the trade secret is filed under seal; seal and (ii) the individual does not disclose the trade secret, secret except pursuant to court order. . The rights described in this subparagraph (bh) You understand that this general release does not apply are referred to those rights that as a matter of law cannot be waived. You further understand that nothing contained in this Agreement or as the “Protected Rights.” It is acknowledged that the purpose of these covenants and promises is (and that they are necessary) to protect Employers’ legitimate business interests, to protect Employers’ investment in the Confidentiality overall development of its business and the good will of its customers, and to protect and retain (and to prevent Executive from unfairly and to the detriment of Employers utilizing or taking advantage of) such business trade secrets and Confidential Information of Employers and those substantial contacts and relationships (including those with customers and employees of Employers) which Executive established due to her employment with Employers. This Agreement limits Your ability is not intended to do preclude Executive’s opportunity to engage in or otherwise pursue occupations in any unrelated or non-competitive field of endeavor, or to engage in or otherwise pursue directly competitive endeavors so long as they meet the following: requirements of this Agreement. Executive represents that her experience and abilities are such that existence or enforcement of these covenants and promises shall not prevent Executive from earning or pursuing an adequate livelihood and shall not cause an undue burden to Executive or her family. Executive acknowledges that these covenants and promises (iand their respective time, geographic, and/or activity limitations) file are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in light of Executive’s position with Employers and Employers’ business, and Executive agrees to strictly abide by the terms hereof. If any provision of this Agreement is ruled invalid or unenforceable by a claim for unemployment court of competent jurisdiction because of a conflict between the provision and any applicable law or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commissionpublic policy, the National Labor Relations Boardprovision shall be redrawn to make the provision consistent with, and valid and enforceable under, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, law or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitpublic policy.

Appears in 1 contract

Samples: Employment Agreement (Atlantic Capital Bancshares, Inc.)

Protected Rights. Nothing in this agreement is intended to, or does, prohibit the Executive from (ai) An individual may filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the SEC)); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Executive understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherThe Executive likewise understands that, an individual who in the event he files a lawsuit for retaliation by an employer any member of the Group for reporting a suspected violation of law law, he may disclose the employer's trade secrets secret(s) of such Group Company to the his attorney and use the trade secret information in the court proceeding proceeding, if the individual: he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that . In accordance with applicable law, and notwithstanding any other provision of this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that agreement, nothing contained in this Agreement agreement or in the Confidentiality Agreement limits Your ability to do any of any policies or agreements of the following: Group or its affiliates applicable to the Executive (i) file a claim for unemployment impedes his right to communicate with the SEC or workers' compensation insurance; any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or requires him to provide any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without prior notice to the Company; (iv) testify Group or its affiliates or obtain their prior approval before engaging in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitcommunications.

Appears in 1 contract

Samples: Service Agreement (Soho House & Co Inc.)

Protected Rights. Nothing in this agreement is intended to, or does, prohibit the Executive from (ai) An individual may filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the Securities and Exchange Commission (the "SEC")); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Executive understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: that (i) is made (1A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (2B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. FurtherThe Executive likewise understands that, an individual who in the event he files a lawsuit for retaliation by an employer any member of the Group for reporting a suspected violation of law law, he may disclose the employer's trade secrets secret(s) of such Group Company to the his attorney and use the trade secret information in the court proceeding proceeding, if the individual: he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that . In accordance with applicable law, and notwithstanding any other provision of this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that agreement, nothing contained in this Agreement agreement or in the Confidentiality Agreement limits Your ability to do any of any policies or agreements of the following: Group or its affiliates applicable to the Executive (i) file a claim for unemployment impedes his right to communicate with the SEC or workers' compensation insurance; any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or requires him to provide any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without prior notice to the Company; (iv) testify Group or its affiliates or obtain their prior approval before engaging in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suitcommunications.

Appears in 1 contract

Samples: Service Agreement (Soho House & Co Inc.)

Protected Rights. (a) An individual may Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement, involves unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however, Employee represents that he has no unfiled workers’ compensation claim or unreported injury). To the extent that any such claim cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of waived as a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation matter of law; , it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or (ii) is made in a complaint any other person or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files entity pursue any document containing the trade secret under seal; and (ii) does not disclose the trade secret, claim on Employee’s behalf except pursuant to court orderas stated below. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waived. You further understand that nothing contained Nothing in this Agreement or in the Confidentiality Agreement limits Your Employee’s ability to do any of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”); (iii) . Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgencyAgencies, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, . Neither this Agreement nor any other agreement or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part policy of the Company or any agent or employee of the Company when You are required or requested Team limits Employee’s right to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to the SEC or any Government Agenciesother non-waivable right to recover an award from another governmental agency. (c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from the following disclosures: (i) disclosures of trade secrets made in confidence to a federal, providedstate, howeveror local government official, You agree that or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (iii) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any claim document containing the trade secrets is prosecuted in Your name before any filed under seal and does not disclose the trade secrets, except pursuant to court order, or administrative agency, You waive and agree (iv) other actions protected as whistleblower activity under applicable law. Employee is not required to take any damages from such suitnotify Team of these allowed reports or disclosures.

Appears in 1 contract

Samples: Severance Agreement (Team Inc)

Protected Rights. (a) Notwithstanding anything to the contrary in this Agreement, Executive understands that nothing in this Agreement is intended to prohibit Executive and Executive is not prohibited from reporting possible violations of law to, filing charges with, making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission, National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Congress, any U.S. agency Inspector General or any other self-regulatory agencies or federal, state or local governmental agencies (collectively, “Government Agencies,” and each a “Government Agency”). Accordingly, Executive does not need the prior authorization of the Company to make any such reports or disclosures or otherwise communicate with Government Agencies and is not required to notify the Company that Executive has engaged in any such communications or made any such reports or disclosures. Executive agrees, however, to waive any right to receive any monetary award resulting from such a report, charge, disclosure, investigation or proceeding, except that Executive may receive and fully retain any award from a whistleblower award program administered by a Government Agency. (b) In addition, Executive is advised that 18 U.S.C. § 1833(b) states: “An individual may shall 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: (ithat-(A) is made (1made-(i) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney; and (2ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iiB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, if such filing is made under seal.” Accordingly, Executive has the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an individual who files a lawsuit attorney, for retaliation by an employer for the sole purpose of reporting or investigating a suspected violation of law may law. Executive also has the right to disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding a document filed in a lawsuit or other proceeding, but only if the individual: (i) files any document containing the trade secret filing is made under seal; seal and (ii) does not disclose the trade secret, except pursuant to court order. (b) You understand that this general release does not apply to those rights that as a matter of law cannot be waivedprotected from public disclosure. You further understand that nothing contained Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or in the Confidentiality Agreement limits Your ability to do any create liability for disclosures of the following: (i) file a claim for unemployment or workers' compensation insurance; (ii) file a charge or complaint with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the California Department of Fair Employment and Housing, or any other federal, state or local governmental agency or commission (“Government Agencies”trade secrets that are expressly allowed by 18 U.S.C. § 1833(b); (iii) communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; (iv) testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment on the part of the Company or any agent or employee of the Company when You are required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or a legislature; and (vii) receive an award for information provided to any Government Agencies, provided, however, You agree that if any claim is prosecuted in Your name before any court or administrative agency, You waive and agree not to take any damages from such suit.

Appears in 1 contract

Samples: Transition Services Agreement (Ekso Bionics Holdings, Inc.)

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