Common use of Protected Rights Clause in Contracts

Protected Rights. I understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my ability to file a charge or complaint with the United States 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 (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Appears in 4 contracts

Samples: Severance Agreement (Verso Corp), Severance Agreement (Verso Corp), Severance Agreement (Verso Corp)

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Protected Rights. I understand that (a) Notwithstanding any other provision of this Award Agreement, nothing contained in this Waiver or Award Agreement shall restrict the Participant’s right to (i) report violations of law to law enforcement officials; (ii) give truthful testimony under oath in any other contract to which I am a party with Verso is intended to limitjudicial, administrative, or shall be construed as limiting, my ability to arbitral proceeding; (iii) file a charge with, make truthful statements to, cooperate with investigations by, or complaint with assist others in proceedings before state or federal governmental agencies or any other self-regulatory organization (including the United States U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Financial Industry Regulatory Authority, and Health Administration, the U.S. Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency”Commission); (biv) this Waiver speak with an attorney representing the Participant; (and any other contract to which I am a party with Versov) does not limit my 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided discuss the facts related to any Government Agency. For clarity, and as required claim of sexual assault or sexual harassment; (vi) engage in whistle-blower activity protected by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amendedthe Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder (including Rule 21F-17); (vii) file or disclose any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which the Participant may be entitled; (viii) exercise rights under Section 7 of the National Labor Relations Act, including the right to discuss terms and conditions of employment with co-workers and labor unions; or (ix) otherwise disclose information that Participant is legally entitled to disclose pursuant to applicable law, provided that the disclosure does not exceed the extent of disclosure required by law. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure The Participant shall promptly provide written notice of any information that may constitute such order to an authorized officer of the confidential information of Verso Corporation or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work productAffiliates. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will (i) the Participant shall not be held criminally criminally, or civilly civilly, liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence either directly or indirectly to a federal, state, or local government official (directly official, or indirectly) or to an attorney solely attorney, for the sole purpose of reporting reporting, or investigating investigating, a suspected violation of law, or ; (ii) is made the Participant agrees and understands that individuals may disclose trade secrets in a complaint complaint, or other document document, filed in a lawsuit lawsuit, or other proceeding, if (and only if) such filing is made under seal. In addition, ; and (iii) the Participant agrees and understands that an individual who files a lawsuit for alleging retaliation by an employer the Corporation or its Affiliates for reporting a suspected violation of the law may disclose the trade secret to the individual’s attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. For the avoidance of doubt, the Participant’s past, present or future exercise of any rights described in this Section 19(f) shall not constitute a breach of this Award Agreement.

Appears in 3 contracts

Samples: Off Cycle Time Vested Restricted Stock Unit Award Agreement (Kimberly Clark Corp), Performance Restricted Stock Unit Award Agreement (Kimberly Clark Corp), Annual Time Vested Restricted Stock Unit Award Agreement (Kimberly Clark Corp)

Protected Rights. I understand that (a) nothing contained Nothing in this Waiver or in any other contract to which I am a party with Verso Agreement is intended to limitwaive claims: (i) for vested rights under ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (ii) that may arise after the parties sign this Agreement; or (iii) which cannot be released by private agreement. In addition, nothing in this Agreement including but not limited to the release of claims, cooperation, non-disparagement, covenant not to xxx, acknowledgements and representations, shall be construed to waive your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or shall be construed as limiting, my ability to file prevent you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the United States Equal Employment Opportunity CommissionCommission (EEOC), the National Labor Relations BoardBoard (NLRB), the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other any federal, state or local governmental agency charged with the enforcement of any laws, or commission from exercising rights under Section 7 of the National Labor Relations Act (each NLRA) to engage in joint activity with other employee, although by signing this release you are waiving rights to individual relief based on claims asserted in such a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency charge or otherwise participate in any investigation complaint, or proceeding that may be conducted asserted by any Government Agency, including providing documents or other information, without notice to Verso; and (c) this Waiver (and any other contract to which I am a third-party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secreton your behalf, except pursuant to court orderwhere such a waiver of individual relief is prohibited. ALTHOUGH THE PARTIES MAY HAVE AGREED TO KEEP THIS AGREEMENT, ITS TERMS AND UNDERLYING DETAILS CONFIDENTIAL, SUCH A PROVISION IS UNENFORCEABLE AS TO THE UNDERLYING DETAILS OF ANY CLAIM OF HARASSMENT, DISCRIMINATION OR RETALIATION AND IS UNENFORCEABLE AGAINST THE EMPLOYER IF THE EMPLOYEE PUBLICLY REVEALS SUFFICIENT DETAILS OF THE CLAIM SO THAT THE EMPLOYER IS REASONABLY IDENTIFIABLE.

Appears in 3 contracts

Samples: Employment Agreement (Clover Health Investments, Corp. /De), Employment Agreement (Clover Health Investments, Corp. /De), Employment Agreement (Clover Health Investments, Corp. /De)

Protected Rights. I understand that (a) nothing contained Nothing in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or Reaffirmation shall be construed as limitingan attempt to waive any right or claim which: is not waivable as a matter of law, my is provided under this Reaffirmation or arises after the signing of this Reaffirmation, involves unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee states he has no unfiled workers’ compensation claim or unreported injury). To the extent that any such claim cannot be waived as a 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 any other person or entity pursue any claim on Employee’s behalf except as stated below. (b) Nothing in this Reaffirmation limits Employee’s ability to file a charge or complaint with the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency or commission (each a “Government AgencyAgencies”); (b) . Employee further understands that this Waiver (and any other contract to which I am a party with Verso) Reaffirmation does not limit my Employee’s ability to communicate with any Government Agency 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 Verso; and (c) the Company. Neither this Waiver (and Reaffirmation nor any other contract to which I am a party with Verso) does not limit my Reaffirmation or policy of Team limits Employee’s right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and the SEC or any other contract non-waivable right to which I am a party with Verso) does not prevent me from accepting a whistleblower recover an award from another governmental agency. (c) Neither this Reaffirmation nor any other agreement or policy of Team shall prohibit Employee from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that following disclosures: (i) is disclosures of trade secrets made in confidence to a federal, state, or local government official (directly or indirectly) official, or to an attorney attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In additionseal or per court order, an individual who files or (iii) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use of the trade secret information in the court proceeding, if the individual files any document containing the trade secret secrets is filed under seal and does not disclose the trade secretsecrets, except pursuant to court order, or (iv) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.

Appears in 2 contracts

Samples: Severance Agreement, Severance Agreement (Team Inc)

Protected Rights. I a. You understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my Agreement limits your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federal, state state, or local governmental government agency or commission (each each, a “Government Agency”); (b) . You further understand this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my your 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Agreement does not limit my your right to receive an incentive award for information provided to any Government Agency. b. You understand that nothing in this Agreement: (i) applies to claims for unemployment or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment;(viii) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment; or (ix) prevents you from discussing or disclosing information about unlawful or criminal acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful or waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. For clarityHowever, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law. c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement, and as required by lawotherwise, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further you understand that as provided by the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Federal Defend Trade Secrets Act of 2016Act, I acknowledge that I am hereby notified that an individual you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that made: (i) is made in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. d. You understand that upon the Effective Date, this Agreement will be final and binding. In additionYou promise not to pursue any claim released by this Agreement. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose differences, grievances, claims, charges, or complaints against the trade secret Releasees, you shall do no more than simply say you cannot provide counsel or assistance. If you break this promise, or otherwise breach your obligations under the Agreement, you agree to pay the Company’s costs and expenses, including reasonable attorneys’ fees, related to the individualdefense of any claims covered by this Agreement or any Releasee’s attorney efforts to enforce this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and use the trade secret information in OWBPA, you may challenge the court proceedingknowing and voluntary nature of this release before a court, if the individual files Equal Employment Opportunity Commission or any document containing other Government Agency charged with the trade secret under seal and does not disclose the trade secret, except pursuant to court orderenforcement of any employment laws.

Appears in 2 contracts

Samples: Separation Agreement (Telesis Bio Inc.), Separation Agreement (Telesis Bio Inc.)

Protected Rights. a) Notwithstanding the foregoing or anything else in this Agreement, I understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my ability to file a charge or complaint with the United States 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 (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a United States federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (b) I will not be held criminally or (ii) civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, and (c) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney of the individual and use the trade secret information in the court proceeding, proceeding if the individual files any document containing the trade secret under seal seal, and does not disclose the trade secret, except pursuant to court order. b) In addition, I understand that nothing in this Agreement shall be construed to prohibit me from exercising any legal rights with the Equal Employment Opportunity Commission, the National Labor Relations Board (NLRB), or any other federal, state or local agency charged with the enforcement of any law applicable to the Company or participating in any investigation or proceeding conducted by such agency. I understand 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. Nothing contained in this Agreement limits rights under the National Labor Relations Act. c) Further, I understand that except as otherwise provided in NRS 233.190, nothing in this Agreement prohibits or restricts me from testifying at a judicial or administrative proceeding, when the party has been required or requested to testify at the proceeding pursuant to a court order, a lawful subpoena, or a written request by an administrative agency, and the proceeding concerns the Company and its alleged commission of a criminal offense, an act of sexual harassment, an act of discrimination based on race, religion, color, national origin, disability, sexual orientation, gender identity or expression, ancestry, familial status, age or sex, or retaliation for the reporting of such discrimination. d) Finally, with respect to sexual assault dispute or sexual harassment dispute, nothing in this Agreement prohibits (i) disclosure or discussion of conduct, the existence of a settlement involving conduct, or information covered by the terms and conditions of the contract or agreement; or (ii) negative statements about another party that relates to the contract, agreement, claim or case.

Appears in 2 contracts

Samples: Employment Agreement (Hycroft Mining Holding Corp), Employment Agreement (Hycroft Mining Holding Corp)

Protected Rights. I understand that (a) nothing contained Notwithstanding anything to the contrary in this Waiver or Agreement, you understand that nothing in any other contract to which I am a party with Verso this Agreement is intended to limitprohibit you and you are 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 shall be construed as limitingparticipating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission, my ability to file a charge or complaint with the United States National Labor Relations Board, Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission 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 agency or commission agencies (collectively, “Government Agencies,” and each a “Government Agency”); . Accordingly, you do not need the prior authorization of the Company to make any such reports or disclosures or otherwise communicate with Government Agencies and are not required to notify the Company that you have engaged in any such communications or made any such reports or disclosures. You agree, however, to waive any right to receive any monetary award resulting from such a report, charge, disclosure, investigation or proceeding, except that you may receive and fully retain any award from a whistleblower award program administered by a Government Agency. (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge you are advised that I am hereby notified that an 18 U.S.C. § 1833(b) states: “An individual will 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 made-(i) in confidence to a federalFederal, stateState, or local government official (official, either directly or indirectly) , or to an attorney attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law, ; or (iiB) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition.” Accordingly, you have 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. You also have the right to disclose the trade secret to the individual’s attorney and use the trade secret information secrets in the court a document filed in a lawsuit or other proceeding, but only if the individual files any document containing the trade secret filing is made under seal and does not disclose the protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secret, except pursuant to court ordersecrets that are expressly allowed by 18 U.S.C. § 1833(b).

Appears in 2 contracts

Samples: Executive Separation Agreement (Inovalon Holdings, Inc.), Executive Separation Agreement and Release (Inovalon Holdings, Inc.)

Protected Rights. I understand Releasor understands this Release does not release any claims that (a) nothing contained cannot be released as a matter of law. Releasor further understands no provisions in this Waiver or in any other contract Release, including but not limited to which I am a party with Verso the provisions addressing Released Claims, Covenant Not to Xxx, Non-Disparagement, Cooperation and/or Confidentiality, is intended to or shall limit, prevent, impede or shall be construed as limitinginterfere with his non-waivable rights, my ability without prior notice to file a charge or complaint with the United States Equal Employment Opportunity CommissionCompany, to provide information to the National Labor Relations Boardgovernment, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency or otherwise participate in investigations, testify in proceedings regarding the Company's past or future conduct, or engage in any investigation activities protected under whistleblower statutes, or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive and fully retain a monetary award from a government-administered whistleblower award program for providing information provided directly to any Government Agencya government agency. For clarityNotwithstanding the above, and as required unless otherwise prohibited by law, by signing this Waiver (Release, Releasor releases and waives his right to claim or recover monetary damages directly from Company in any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934charge, as amendedcomplaint, or lawsuit filed by him or by anyone else on his behalf, for any released claims. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information Releasor also understands that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will he shall not be held criminally criminally, or civilly civilly, liable under any federal Federal or state trade State Trade secret law for the disclosure of a trade secret that (i) is made in confidence either directly or indirectly to a federalFederal, stateState, or local government official (directly official, or indirectly) or to an attorney solely attorney, for the sole purpose of reporting reporting, or investigating investigating, a suspected violation of law. Moreover, Releasor understands employees may disclose trade secrets in a complaint, or (ii) is made in a complaint or other document document, filed in a lawsuit lawsuit, or other proceeding, if (and only if) such filing is made under seal. In additionFinally, Releasor understands an individual employee who files a lawsuit for alleging retaliation by an employer a company for reporting a suspected violation of the law may disclose the trade secret to the individual’s his attorney and use the trade secret information in the court proceeding, if the individual employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Further, Releasor understands that claims challenging the validity of this Release under the ADEA as amended by the OWBPA are not released. Finally, Xxxxxx'x rights to indemnification under the provisions of the California Corporations and Labor Code are not released.

Appears in 1 contract

Samples: Settlement Agreement (Energy Recovery, Inc.)

Protected Rights. I understand Employee understands that (a) nothing contained in this Waiver or Agreement shall in any other contract to which I am way limit or prohibit Employee from engaging in any Protected Activity. Protected Activity includes: (i) filing and/or pursuing a party with Verso is intended to limitcharge, complaint, or shall be construed as limitingreport with, my ability to file a charge or complaint with the United States 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 (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency or otherwise participate communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any Government Agencyfederal, state or local government agency or commission, including providing documents or other information, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to Section 21F of the Securities Exchange Act of 1934, as amendedbelieve is unlawful. Notwithstanding the foregoing, I agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute does not involve unlawful acts in the confidential information of Verso workplace or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agenciesactivity otherwise protected herein. I Employee further understand understands that the protected rights described in this Section 9 do Protected Activity does not include the disclosure of any Verso (or other Releasee) Company attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx-Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit Employee’s participation in any legally protected activities, such as (i) forming, joining, or supporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms and conditions of employment, and (iv) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of Employee or the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA.

Appears in 1 contract

Samples: Separation Agreement (RingCentral, Inc.)

Protected Rights. I understand that (a) nothing contained Nothing in this Waiver Agreement or in otherwise, including the release of claims clause, restricts or prohibits you from initiating communications directly with, responding to any other contract to which I am inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, from filing a party claim or assisting with Verso is intended to limitan investigation directly with, or shall be construed as limitingfrom otherwise communicating with a self-regulatory authority or a government agency or entity, my ability to file a charge or complaint with including the United States U. S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health AdministrationDepartment of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Company may not retaliate against the you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other payment you might become entitled to from the Regulators (subject to the following paragraph). You do not need the prior authorization of the Company to engage in such communications with Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators. or make any such reports or disclosures to the Regulators. You are not required to notify the Company that you have engaged in such communications with the Regulators. Further, nothing in this Agreement or otherwise shall interfere with your right to file a charge of discrimination or unfair labor practice with or cooperate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, a like charge or complaint with a state or local governmental agency fair employment or commission (each a “Government Agency”); (b) labor Regulator. However, the consideration provided by this Waiver (Agreement shall be the sole relief provided to you and you agree to waive any other contract to which I am a party with Verso) does not limit my ability to communicate monetary benefits or recovery against the Company in connection with any Government Agency or otherwise participate in any investigation such charge, claim or proceeding that may be conducted by any Government Agencywithout regard to who has brought such charge, including providing documents claim or other information, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agencyproceeding. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant Pursuant to the Defend Trade Secrets Act of 2016, I you and the Company acknowledge and agree that I am hereby notified that an individual you will not be held criminally have criminal or civilly liable civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law, law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files and without limiting the preceding sentence, if you file a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law law, you may disclose the trade secret to the individual’s your attorney and may use the trade secret information in the court proceeding, if the individual files you (x) file any document containing the trade secret under seal and does (y) do not disclose the trade secret, except pursuant to court order.

Appears in 1 contract

Samples: Employment Agreement (Clarivate PLC)

Protected Rights. I understand that (a) nothing contained Nothing in the Agreement or this Waiver Release shall prevent you from filing, cooperating with, or participating in any other contract to which I am a party with Verso is intended to limit, proceeding or shall be construed as limiting, my ability to file a charge or complaint with investigation before the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federalfederal government agency, or similar state or local governmental agency or commission (each a “Government AgencyAgencies”); (b) . You further understand that the Agreement and this Waiver (and any other contract to which I am a party with Verso) does Release do not limit my your ability to voluntarily communicate with any Government Agency 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 Verso; the Company. While the Agreement and (c) this Waiver (and any other contract to which I am a party with Verso) does Release do not limit my your right to seek or receive an incentive a monetary award for information provided to any the Government Agency. For clarityAgencies, you understand and as required agree that you are otherwise waiving, to the fullest extent permitted by law, this Waiver (any and all rights you may have to individual relief based on any Claims that you have released and any other contract rights you have waived by signing the Agreement and this Release. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which I am any of the Releasors is a party with Verso) party. The Agreement and this Release do not abrogate your existing rights under any Company benefit plan, but the Release does not prevent me from accepting a whistleblower award from waive, release and forever discharge Claims existing as of the Securities and Exchange Commission date you execute this Agreement pursuant to Section 21F of any such plan or agreement. Nothing in the Securities Exchange Act of 1934Agreement, as amended. Notwithstanding this Release, or the foregoingapplicable provisions in your Employment Agreement, I agree to take all reasonable precautions to prevent any unauthorized use restricts or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that impedes you from: (i) is made exercising protected rights, including rights under the National Labor Relations Act (“NLRA”) or the federal securities or whistleblower laws, including the Xxxx-Xxxxx Act, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or authorized Government Agencies, provided that such compliance does not exceed that required by the law, regulation, or order; (ii) disclosing the underlying facts and circumstances of any claim of sexual assault or sexual harassment; (iii) initiating, testifying, assisting, complying with a subpoena from, providing documents or information that would otherwise be proprietary and confidential information to, or participating in confidence to a federalany manner with an investigation conducted by the appropriate local, state, or local government official federal agency; or (directly iv) filing or indirectly) or disclosing any facts necessary to an attorney solely for the purpose of reporting or investigating a suspected violation of lawreceive unemployment insurance, Medicaid, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret public benefits to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderwhich you are entitled.

Appears in 1 contract

Samples: Employee Transition and Separation Agreement (Southwest Gas Holdings, Inc.)

Protected Rights. I understand that (a) nothing contained Nothing in this Waiver Agreement or in the Release (i) restricts or impedes Executive from exercising protected rights, to the extent such rights cannot be waived by agreement or from complying with any other contract to which I am applicable law or regulation or a party with Verso is intended to limitvalid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or shall be construed as limitingorder, my ability (ii) waives Executive’s right to file testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when Executive has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, (iii) prevents or restricts Executive from communicating with, filing a charge or complaint with or from participating in an investigation or proceeding conducted by the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (the “SEC”), or any other federal, state or local governmental agency or commission (each a “Government Agency”); (b) this Waiver (and charged with the enforcement of any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencylaws, including providing documents or other information, without notice to Verso; and or making other disclosures that are protected under whistleblower provisions of federal law or regulation or from otherwise making disclosures protected under whistleblower provisions of federal law or regulation (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to including Section 21F of the Securities Exchange Act of 19341934 and the regulations promulgated thereunder) or limit Executive’s right to receive an award for information provided to the SEC or any other securities regulatory agency, in each case without the necessity of prior authorization from the Company or the need to notify the Company that he has done so, (iv) prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as amended. Notwithstanding harassment or discrimination or any other conduct that Executive has reason to believe is unlawful, including but not limited to retaliation, a wage-and-hour violation, or sexual assault, or other conduct that is recognized as unlawful under state, federal or common law, or that is recognized as against a clear mandate of public policy, whether occurring in the foregoingworkplace, I agree at work-related events coordinated by or through the Company, or between employees, or between the Company and an employee, whether on or off the employment premises, (v) prevents Executive from exercising any rights Executive may have under Section 7 of the National Labor Relations Act to take all reasonable precautions engage in protected, concerted activity with other employees (such as discussing wages, benefits, or other terms and conditions of employment or raising complaints about working conditions for Executive’s own and other employees’ mutual aid or protection), or (vi) prevents Executive from testifying truthfully pursuant to prevent any unauthorized use or disclosure of any information that may constitute legal process between Executive and the confidential information of Verso Company or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (affiliates and/or their respective directors or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderexecutive officers.

Appears in 1 contract

Samples: Separation Agreement (FMC Corp)

Protected Rights. I understand that (a) nothing contained in this Waiver or elsewhere in any other contract to which I am a party with Verso the Agreement is intended to limit, or shall be construed as limiting, my ability to file a charge or complaint with the United States 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 (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my 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, without notice to Versothe Company; and (c) this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries Company Confidential Information (as such confidential information is determined pursuant to the Restrictive Covenant Agreementdefined below) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) Company attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Appears in 1 contract

Samples: Severance Agreement (Verso Corp)

Protected Rights. I a. You understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso Company agreement, policy, or practice, including this Agreement and the exhibits attached hereto, limits or is intended to limit, or shall be construed as limiting, my limit your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a lawfully- served subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the United States Equal Employment Opportunity CommissionCommission (the “EEOC”), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federal, state state, or local governmental government agency or commission (each each, a “Government Agency”); (b) . You further understand that nothing in any Company agreement, policy, or practice, including this Waiver (and any other contract Agreement, limits or is intended to which I am a party with Verso) does not limit my your 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Agreement does not limit my your right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, . b. You understand that nothing in this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso Agreement or any of its subsidiaries exhibits attached hereto: (as such confidential information is determined pursuant i) applies to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include claims for, or prevents the disclosure of any Verso (facts necessary to obtain, unemployment benefits, workers’ compensation benefits, Medicaid, or other Releaseepublic benefits to which you may be entitled; (ii) attorneyapplies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-client privileged communications covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or attorney affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; or (viii) prevents a non-supervisory or non-managerial employee from engaging in protected concerted activity under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law. Activity protected under Section 7 of the NLRA includes: (1) organizing a union to negotiate with their employer concerning their wages, hours, and other terms and conditions of employment; (2) forming, joining, or assisting a union, such as by sharing employee contact information; (3) talking about or soliciting for a union during non- work producttime, such as before or after work or during break times, or distributing union literature during non- work time, in non-work areas, such as parking lots or break rooms; (4) discussing wages and other working conditions with co-workers or a union; (5) taking action with one or more co-workers to improve working conditions by, among other means, raising work-related complaints directly with the employer or with a government agency, or seeking help from a union; (6) striking and picketing, depending on its purpose and means; (7) taking photographs or other recordings in the workplace, together with co-workers, to document or improve working conditions, except where an overriding employer interest is present; (8) wearing union hats, buttons, t-shirts, and pins in the workplace, except under special circumstances; and (9) choosing not to engage in any of these activities. In additionYou further agree that nothing in any Company agreement, pursuant policy, or practice, including this Agreement or any exhibits hereto, is intended to conflict with the foregoing protected rights. However,by signing this Agreement, you are waivingyour right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law. c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement, and otherwise, you understand that as providedby the Federal Defend Trade Secrets Act of 2016Act, I acknowledge that I am hereby notified that an individual you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that made: (i) is made in confidence to a federal, ,state, or local government official (governmentofficial, either directly or indirectly) , or to an attorney attorney, and solely for the purpose of reporting or investigating a investigatinga suspected violation of law, ; or (ii) is made in a complaint or complaintor other document filed documentfiled in a lawsuit or other proceeding, if (and only if) such filing is made under seal. d. Notwithstanding the above, you understand that upon the Effective Date, this Agreement will be final and binding. In additionYou promise not to pursueany claim releasedby this Agreement. If you break this promise, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose or otherwise breach your obligations under the trade secret Agreement, you agree to pay the Company’s costs and expenses, including reasonable attorneys’ fees, related to the individual’s attorney defense of any claims covered by this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and use the trade secret information in OWBPA, you may challengethe knowing and voluntary nature of this release before a court, the court proceeding, if Equal Employment Opportunity Commission or any other Government Agency charged with the individual files enforcement of any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderemployment laws.

Appears in 1 contract

Samples: Separation Agreement (Aldeyra Therapeutics, Inc.)

Protected Rights. I understand that (a) Notwithstanding any other provision of this Agreement, nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my ability to file Agreement prohibits Executive from filing a charge with or complaint with reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health AdministrationDepartment of Justice, the Securities and Exchange Commission or any other federalCommission, state or local governmental agency or commission (each a “Government Agency”); (b) this Waiver (the Congress, and any agency Inspector General, or making other contract disclosures that are protected under the whistleblower provisions of federal law or regulation, or providing truthful testimony in response to which I am a party with Verso) lawfully-issued subpoena or court order. Further, this Agreement does not limit my Executive’s ability to communicate with any Government Agency governmental agency or entity or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencygovernmental agency or entity, including providing non-privileged documents or other information, without notice to Verso; and (c) this Waiver (and any other contract Executive. Pursuant to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity18 USC Section 1833(b), and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (ix) is made in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (iiy) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. This Amended and Restated Executive Employment Agreement was executed as of August 24, 2020. COMPANY: LANDEC CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chairman of the Compensation Committee of the Board of Directors By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chairman of the Board of Directors EXECUTIVE: XXXXXX X. XXXXXX, Ph.D. In additionexchange for good and valuable consideration, an individual who files a lawsuit for retaliation and intending to be legally bound by an employer for reporting a suspected violation of law may disclose this Release, I, the trade secret to the individual’s attorney and use the trade secret information in the court proceedingundersigned, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.agree as follows:

Appears in 1 contract

Samples: Executive Employment Agreement (Landec Corp \Ca\)

Protected Rights. I understand that (a) nothing contained in this Waiver or This Agreement is not intended to, and shall not, in any other contract to which I am a party with Verso is intended to way prohibit, limit, or shall be construed as limiting, my ability to file a charge or complaint with the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other otherwise interfere with a. your protected rights under federal, state or local governmental employment discrimination laws (including, without limitation, the ADEA and Title VII) to communicate or file a charge with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”) or similar federal, state or local government body or agency charged with enforcing employment discrimination laws. Therefore, nothing in this Agreement shall prohibit, interfere with or commission limit you from filing a charge with, communicating with or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC or similar federal, state or local agency. However, you shall not be entitled to any relief or recovery (each whether monetary or otherwise), and you hereby waive any and all rights to relief or recovery, under, or by virtue of, any such filing of a “Government Agency”)charge with, or investigation, hearing or proceeding conducted by, the EEOC or any other similar federal, state or local government agency relating to any claim that has been released in this Agreement; b. your protected right to test in any court, under the Older Workers Benefit Protection Act, or like statute or regulation, the validity of the waiver of rights under ADEA in this Agreement solely on the grounds that this release and waiver was not made knowingly and voluntarily, provided you return any consideration provided herein as a condition of and prior to challenging such release; c. your right to disclose Confidential Information: (i) to the extent required by law, rule, or regulation; (bii) in response to a subpoena or other valid legal process in accordance with the terms stated herein unless proffered by a prospective employer of yours; (iii) with the prior written consent of the Company; (iv) to the extent necessary to enforce any provision of this Waiver Agreement, provided that you shall endeavor to file any such information under seal; (v) as protected by law (including engaging in concerted activity under the National Labor Relations Act for mutual aid and protection; d. your right to enforce the terms of this Agreement; or e. your right to make any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency disclosures that protected under the whistleblower provisions of federal law or regulation, or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencygovernment agency, including providing documents or other information, without notice to Versothe Company; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to or f. receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderagencies.

Appears in 1 contract

Samples: Separation Agreement (Enzo Biochem Inc)

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Protected Rights. I a. You understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my Agreement limits your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a lawfully-served DOCPROPERTY"SWDocID" GDSVF&H\9163401.12 subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federal, state state, or local governmental government agency or commission (each each, a “Government Agency”); (b) . You further understand this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my your 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Agreement does not limit my your right to receive an incentive award for information provided to any Government Agency. b. You understand that nothing in this Agreement: (i) applies to claims for unemployment or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; (viii) shall be deemed to be a waiver or release by you of any rights of yours to indemnification, contribution or defense from or through the Company or its insurers, under the Company’s (or its affiliates’) charter or Bylaws, or under applicable law, with respect to prior actions or inactions relating in any way to Employee’s duties as a director, employee or officer of the Company (including pursuant to that certain Indemnification Agreement, dated as of May 26, 2021 by and between the Company and you (the “Indemnification Agreement”)) or claims under any directors’ and officers’ liability insurance policy (or similar policy); (ix) shall be deemed a waiver or release by you of your right to enforce the terms of this Agreement; or (x) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment. For clarityHowever, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law. c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement, and as required by lawotherwise, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further you understand that as provided by the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Federal Defend Trade Secrets Act of 2016Act, I acknowledge that I am hereby notified that an individual you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that made: (i) is made in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. d. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement, and otherwise, you understand that as provided by the Federal Defend Trade Secrets Act, you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and only ifsolely 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. In additionDOCPROPERTY"SWDocID" GDSVF&H\9163401.12 e. Notwithstanding the above, an individual who files you understand that upon the Effective Date, this Agreement will be final and binding. You promise not to pursue any claim released by this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and the OWBPA, you may challenge the knowing and voluntary nature of this release before a lawsuit for retaliation by an employer for reporting a suspected violation court, the Equal Employment Opportunity Commission or any other Government Agency charged with the enforcement of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderemployment laws.

Appears in 1 contract

Samples: Transition Agreement (Flywire Corp)

Protected Rights. I understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my ability to file a charge or complaint with the United States 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 (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) Release Agreement does not limit my ability to communicate with release any Government Agency or otherwise participate in any investigation or proceeding claims that may cannot be conducted by any Government Agencyreleased as a matter of law, including providing documents or other information, without notice any right I may have to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agenciesunemployment compensation benefits. I further understand that the protected rights described no provision in this Section 9 do not include Release Agreement, including Sections 4, 9, and 11, is intended to or shall limit, prevent, impede or interfere with my non- waivable right, without prior notice to the disclosure of Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any Verso (activities protected under whistleblower statutes, or other Releasee) attorney-client privileged communications to receive and fully retain a monetary award from a government- administered whistleblower award program for providing information directly to a government agency or attorney work productas otherwise permitted by law. In addition, I also understand that pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will shall not be held criminally criminally, or civilly civilly, liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence either directly or indirectly to a federal, state, or local government official (directly official, or indirectly) or to an attorney solely attorney, for the sole purpose of reporting reporting, or investigating investigating, a suspected violation of law. Moreover, I understand employees may disclose trade secrets in a complaint, or (ii) is made in a complaint or other document document, filed in a lawsuit lawsuit, or other proceeding, if (and only if) such filing is made under seal. In additionFinally, I understand an individual employee who files a lawsuit for alleging retaliation by an employer a company for reporting a suspected violation of the law may disclose the trade secret to the individual’s attorney of the employee and use the trade secret information in the court proceeding, if the individual employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Further, I understand that claims challenging the validity of this Release Agreement under the ADEA as amended by the OWBPA are not released.

Appears in 1 contract

Samples: Termination Benefits Agreement (Standard Biotools Inc.)

Protected Rights. I You understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my Agreement limits your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federal, state state, or local governmental government agency or commission (each each, a “Government Agency”); (b) . You further understand this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my your 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Agreement does not limit my your right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further You understand that the protected rights described nothing in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that Agreement: (i) is made in confidence applies to a federal, state, claims for unemployment or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is made alleged to constitute sexual harassment; (viii) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment; or (ix) prevents you from discussing or disclosing information about unlawful or criminal acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful or waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a complaint proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. However, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other document filed legal or equitable relief, in a any charge, complaint, or lawsuit or other proceedingproceeding brought by you or on your behalf by any third party, if except for any right you may have to receive a payment or award from a Government Agency (and only ifnot the Company) such filing is made for information provided to said Government Agency and except as provided under sealapplicable law. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.DocuSign Envelope ID: 1E8C611B-1CC2-44DE-A435-3A51619055196DD3AC07-AC3A-4C96-B3D1-C704959A028D

Appears in 1 contract

Samples: Separation Agreement (Tarsus Pharmaceuticals, Inc.)

Protected Rights. I understand Releasor understands this Release does not release any claims that (a) nothing contained cannot be released as a matter of law. Releasor further understands no provisions in this Waiver or in any other contract Release, including but not limited to which I am a party with Verso the provisions addressing Released Claims, Covenant Not to Xxx, Non-Disparagement, Cooperation and/or Confidentiality, is intended to or shall limit, prevent, impede or shall be construed as limitinginterfere with his non-waivable rights, my ability without prior notice to file a charge or complaint with the United States Equal Employment Opportunity CommissionCompany, to provide information to the National Labor Relations Boardgovernment, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency or otherwise participate in investigations, testify in proceedings regarding the Company's past or future conduct, or engage in any investigation activities protected under whistleblower statutes, or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive and fully retain a monetary award from a government-administered whistleblower award program for providing information provided directly to any Government Agencya government agency. For clarityNotwithstanding the above, and as required unless otherwise prohibited by law, by signing this Waiver (Release, Releasor releases and waives his right to claim or recover monetary damages directly from Company in any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934charge, as amendedcomplaint, or lawsuit filed by him or by anyone else on his behalf, for any released claims. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information Releasor also understands that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will he shall not be held criminally criminally, or civilly civilly, liable under any federal Federal or state trade State Trade secret law for the disclosure of a trade secret that (i) is made in confidence either directly or indirectly to a federalFederal, stateState, or local government official (directly official, or indirectly) or to an attorney solely attorney, for the sole purpose of reporting reporting, or investigating investigating, a suspected violation of law. Moreover, Releasor understands employees may disclose trade secrets in a complaint, or (ii) is made in a complaint or other document document, filed in a lawsuit lawsuit, or other proceeding, if (and only if) such filing is made under seal. In additionFinally, Releasor understands an individual employee who files a lawsuit for alleging retaliation by an employer a company for reporting a suspected violation of the law may disclose the trade secret to the individual’s his attorney and use the trade secret information in the court proceeding, if the individual employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Further, Releasor understands that claims challenging the validity of this Release under the ADEA as amended by the OWBPA are not released. Finally, Gay's rights to indemnification under the provisions of the California Corporations and Labor Code are not released.

Appears in 1 contract

Samples: Settlement Agreement (Energy Recovery, Inc.)

Protected Rights. I a. You understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my Release limits your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a lawfully-served subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federal, state state, or local governmental government agency or commission (each each, a “Government Agency”); (b) . You further understand this Waiver (and any other contract to which I am a party with Verso) Release does not limit my your 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Release does not limit my your right to receive an incentive award for information provided to any Government Agency. For clarity. b. You understand that nothing in this Release: (i) applies to claims for unemployment or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Release; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Release; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, and as required if any, to challenge the validity of this Release under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; (viii) shall be deemed to be a waiver or release by you of any rights of yours to indemnification, contribution or defense from or through the Company or its insurers, under the Company’s (or its affiliates’) charter or Bylaws, or under applicable law, this Waiver (and with respect to prior actions or inactions relating in any other contract way to which I am Employee’s duties as a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F director, employee or officer of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries Company (as such confidential information is determined including pursuant to the Restrictive Covenant Indemnification Agreement) or claims under any directors’ and officers’ liability insurance policy (or similar policy); (ix) shall be deemed a waiver or release by you of your right to enforce the terms of the Transition Agreement or the Release; or (x) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment. However, by signing this Release, you are waiving your right to recover any parties individual relief, including any backpay, frontpay, reinstatement or other than legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a Government Agency (and not the Company) for information provided to said Government Agencies. I further Agency and except as provided under applicable law. c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Release, and otherwise, you understand that as provided by the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Federal Defend Trade Secrets Act of 2016Act, I acknowledge that I am hereby notified that an individual you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that made: (i) is made in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. d. Notwithstanding the above, you understand that upon the Release Effective Date (defined below), this Release will be final and binding. In additionYou promise not to pursue any claim released by DOCPROPERTY"SWDocID" GDSVF&H\9163401.12 this Release. Notwithstanding the foregoing, an individual who files although you are releasing claims you may have under the ADEA and the OWBPA, you may challenge the knowing and voluntary nature of this release before a lawsuit for retaliation by an employer for reporting a suspected violation court, the Equal Employment Opportunity Commission or any other Government Agency charged with the enforcement of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderemployment laws.

Appears in 1 contract

Samples: Transition Agreement (Flywire Corp)

Protected Rights. I understand Employee understands that (a) nothing contained in this Waiver or Agreement shall in any other contract to which I am way limit or prohibit Employee from engaging in any Protected Activity. Protected Activity includes: (i) filing and/or pursuing a party with Verso is intended to limitcharge, complaint, or shall be construed as limitingreport with, my ability to file a charge or complaint with the United States 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 (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my ability to communicate with any Government Agency or otherwise participate communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any Government Agencyfederal, state or local government agency or commission, including providing documents or other information, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) does not limit my right to receive an incentive award for information provided to any Government Agency. For clarity, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to Section 21F of the Securities Exchange Act of 1934, as amendedbelieve is unlawful. Notwithstanding the foregoing, I agree Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute does not involve unlawful acts in the confidential information of Verso workplace or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agenciesactivity otherwise protected herein. I Employee further understand understands that the protected rights described in this Section 9 do Protected Activity does not include the disclosure of any Verso (or other Releasee) Company attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Xxxxxxxx- Xxxxx Act or Section 7 of the National Labor Relations Act (“NLRA”). For purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit Employee’s participation in any legally protected activities, such as (i) forming, joining, or supporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms and conditions of employment, and (iv) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of Employee or the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA.

Appears in 1 contract

Samples: Separation Agreement (RingCentral, Inc.)

Protected Rights. I understand Notwithstanding any other terms and conditions of this Agreement: Executive understands that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my Agreement limits Executive’s ability to file a charge or complaint with the United States 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 (each a “Government AgencyAgencies”); (b) . Executive further understands that this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my Executive’s ability to communicate with any Government Agency 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 Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Agreement does not limit my Executive’s right to receive an incentive award for information provided to any Government AgencyAgencies. V. The final paragraph of Section 4. For clarityof Exhibit A shall be deleted in its entirety and replaced with the following: Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as required by lawan officer and director of the Company (including, this Waiver without limitation, under Article 15 of the Severance Agreement); (and ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other contract employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; (iv) Employee’s rights as a stockholder of the Company; (v) Employee’s right to which I am a party file charges or complaints with Verso) does not prevent me from accepting a whistleblower award from the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission pursuant or any other federal, state or local governmental agency or commission (“Government Agencies”), although Employee waives the Executive’s right to Section 21F recover any damages or other relief in any claim or suit brought by or through the Government Agencies on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Securities Exchange Civil Rights Act of 1934, 1964 as amended. Notwithstanding , the foregoingAmericans with Disabilities Act, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, I acknowledge that I am hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of discrimination law, except where such waivers are prohibited by law, provided, however, this Agreement and General Release does not limit Employee’s right to receive an award for information provided to any Government Agencies; and (vi) Employee’s rights that cannot be released by private agreement under applicable law. VI. The second sentence of Section 7. of Exhibit A shall be deleted in its entirety and replaced with the following: Employee further understands that this Agreement and General Release does not limit Employee’s ability to communicate with any Government Agencies or (ii) is made otherwise participate in a complaint any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other document filed in a lawsuit or other proceedinginformation, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret without notice to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court orderCompany.

Appears in 1 contract

Samples: Severance Agreement (Carmax Inc)

Protected Rights. I a. You understand that (a) nothing contained in this Waiver or in any other contract to which I am a party with Verso is intended to limit, or shall be construed as limiting, my Agreement limits your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the United States Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Commission, or any other federal, state state, or local governmental government agency or commission (each each, a “Government Agency”); (b) . You further understand this Waiver (and any other contract to which I am a party with Verso) Agreement does not limit my your 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, without notice to Verso; and (c) this Waiver (and any other contract to which I am a party with Verso) the Company. This Agreement does not limit my your right to receive an incentive award for information provided to any Government Agency. For clarityYou understand that nothing in this Agreement: (i) applies to claims for unemployment or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; or (viii) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment; or (ix) prevents you from discussing or disclosing information about unlawful or criminal acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful or waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. However, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law. b. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement, and as required by lawotherwise, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further you understand that as provided by the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the Federal Defend Trade Secrets Act of 2016Act, I acknowledge that I am hereby notified that an individual you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that made: (i) is made in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. c. You understand that upon the Effective Date, this Agreement will be final and binding. In additionYou promise not to pursue any claim released by this Agreement. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose differences, grievances, claims, charges, or complaints against the trade secret Releasees, you shall do no more than simply say you cannot provide counsel or assistance. If you break this promise, or otherwise breach your obligations under the Agreement, you agree to pay the Company’s costs and expenses, including reasonable attorneys’ fees, related to the individualdefense of any claims covered by this Agreement or any Releasee’s attorney efforts to enforce this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and use the trade secret information in OWBPA, you may challenge the court proceedingknowing and voluntary nature of this release before a court, if the individual files Equal Employment Opportunity Commission or any document containing other Government Agency charged with the trade secret under seal and does not disclose the trade secret, except pursuant to court orderenforcement of any employment laws.

Appears in 1 contract

Samples: Separation Agreement (Tarsus Pharmaceuticals, Inc.)

Protected Rights. I understand and agree that (a) nothing contained in this Waiver Agreement precludes me from communicating directly with the U.S. Securities and Exchange Commission (“SEC”) or the Financial Industry Regulatory Authority (“FINRA”) regarding potential securities issues or concerns, if any. Further, I understand and agree that nothing in any other contract to which I am a party with Verso this Agreement is intended to limitto, or shall be construed as limitingshall, interfere with my ability rights to file a charge or complaint with, participate in a proceeding by, or cooperate with the United States U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission SEC, FINRA, or any other federal, state or local governmental government agency or commission (each a “Government Agency”); (b) this Waiver (and any other contract to which I am a party with Verso) does not limit my 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 informationinformation to such agencies), without notice none of which shall constitute a breach of this Agreement or any applicable policy or procedure of the Company or any Related Company. I also understand and agree that I do not need to Verso; receive prior or later authorization from the Company to make any such governmental reports or disclosures, and (c) this Waiver (and any other contract to which I am a party with Versonot required to notify the Company (in advance or otherwise) does not limit my right to receive an incentive award for information provided to when taking any Government Agencysuch action. For clarityFurther, and as required by law, this Waiver (and any other contract to which I am a party with Verso) does not prevent me from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the confidential information of Verso or any of its subsidiaries (as such confidential information is determined pursuant to the Restrictive Covenant Agreement) to any parties other than the Government Agencies. I further understand that the protected rights described in this Section 9 do not include the disclosure of any Verso (or other Releasee) attorney-client privileged communications or attorney work product. In addition, pursuant to the federal Defend Trade Secrets Act of 20162016 (the “Act”) provides immunity from liability in certain circumstances to Company employees, I acknowledge that I am hereby notified that an individual will not be held criminally contractors, and consultants for limited disclosures of Company “trade secrets,” as defined by the Act. Specifically, Company employees, contractors, and consultants may disclose trade secrets: (1) in confidence, either directly or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence indirectly, to a federal, state, or local government official (directly or indirectly) official, or to an attorney attorney, “solely for the purpose of reporting or investigating a suspected violation of law, ,” or (ii2) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition.” Additionally, an individual Company employees, contractors, and consultants who files a lawsuit 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: (1) the individual may disclose the trade secret to their attorney, and (2) the individual’s attorney and individual may use the trade secret information in the court proceeding, if as long as the individual files any document containing the trade secret under seal and does not otherwise disclose the trade secret, secret “except pursuant to court order.

Appears in 1 contract

Samples: Executive Employment Agreement (Premier, Inc.)

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