Common use of Scope of Disclosure Restrictions Clause in Contracts

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 13 contracts

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

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Scope of Disclosure Restrictions. Nothing I understand that nothing in this Release Agreement or the Confidentiality Agreement elsewhere prohibits the Executive me from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is I understand that I am not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive I obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s my confidentiality and nondisclosure obligations, the Executive is I understand that I am hereby being advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 7 contracts

Samples: Employment Agreement (Cerulean Pharma Inc.), Release of Claims Agreement (Argos Therapeutics Inc), Release of Claims Agreement (Argos Therapeutics Inc)

Scope of Disclosure Restrictions. Nothing I understand and acknowledge that nothing in this Agreement or the Confidentiality Agreement any other Company policy or agreement prohibits the Executive me from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, agencies or participating in government agency investigations or proceedings. The Executive is , and that I am not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive I obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s my confidentiality and nondisclosure obligations, I understand that, and the Executive Company is hereby advised advising me as follows follows, pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 5 contracts

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

Scope of Disclosure Restrictions. Nothing in this Agreement Agreement, the Additional Release, or the Confidentiality Agreement elsewhere prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 5 contracts

Samples: Executive Transition and Separation Agreement (Solid Biosciences Inc.), Retirement and Transition Agreement (Syros Pharmaceuticals, Inc.), Release of Claims Agreement (Inozyme Pharma, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement prohibits the Executive Employee from communicating with government agencies about possible violations of federal, state, state or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, agencies or participating in government agency investigations or proceedings. The Executive Employee is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveEmployee’s confidentiality and nondisclosure obligations, the Executive Employee is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 5 contracts

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

Scope of Disclosure Restrictions. Nothing in this Agreement or elsewhere (including the Confidentiality Agreement Restrictive Covenant Agreement) prohibits the Executive either Party from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, agencies or participating in government agency investigations or proceedings. The Executive Neither Party is not required to notify the Company other Party of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive one Party obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveConsultant’s confidentiality and nondisclosure obligations, the Executive Consultant is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 3 contracts

Samples: Consulting Agreement (Karyopharm Therapeutics Inc.), Consulting Agreement (Karyopharm Therapeutics Inc.), Consulting Agreement (Karyopharm Therapeutics Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement prohibits the Executive Employee from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive Employee is not required to notify the Company Employer of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveEmployee’s confidentiality and nondisclosure obligations, the Executive Employee is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 3 contracts

Samples: David Hyatt (Ruths Hospitality Group, Inc.), Marcy Norwood Lynch (Ruths Hospitality Group, Inc.), Employment Agreement (Ruths Hospitality Group, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive Employee from communicating with government agencies about reporting possible violations of federalstate or federal law or regulation to any government agency, stateregulator, or local laws or otherwise providing information to government agencies, filing a complaint with government agencieslegal authority, or participating in government agency investigations making other disclosures that are protected under the whistleblower provisions of state or proceedingsfederal law or regulation. The Executive Employee is not required to notify the Company of that the Employee has made any such communicationsreports or disclosures; provided, however, that nothing herein authorizes the disclosure of information the Executive Employee obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 2 contracts

Samples: Non Disclosure Agreement (resTORbio, Inc.), Non Disclosure Agreement (resTORbio, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement prohibits the Executive Employee from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive Employee is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveEmployee’s confidentiality and nondisclosure obligations, the Executive Employee is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 2 contracts

Samples: Solicitation Agreement (Third Harmonic Bio, Inc.), Invention and Non Disclosure Agreement (Editas Medicine, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Non-Disclosure and Invention Agreement prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 2 contracts

Samples: Employment Agreement (Landos Biopharma, Inc.), Employment Agreement (Landos Biopharma, Inc.)

Scope of Disclosure Restrictions. Nothing Executive understands and acknowledges that nothing in this Agreement or the Confidentiality Agreement any other Company policy or agreement prohibits the Executive him from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, agencies or participating in government agency investigations or proceedings. The Executive , and that he is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive he obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, Executive understands that, and the Executive Company is hereby advised advising him as follows follows, pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 2 contracts

Samples: Employment Agreement (National CineMedia, Inc.), Employment Agreement (National CineMedia, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement Agreement, including this Section 4, or elsewhere prohibits or restricts the Confidentiality Agreement prohibits Consultant from (i) communicating with, or voluntarily providing information the Executive from communicating with Consultant believes indicates possible or actual violations of the law to, local, state or federal government agencies about possible violations of federal(including but not limited to the Securities & Exchange Commission), stateany legislative body, law enforcement, or local laws any self-regulatory organizations or otherwise providing information to government agencies, filing a complaint with government agencies, or participating from making any other disclosures that are statutorily protected by the law of the state in government agency investigations or proceedingswhich the Consultant resides. The Executive Consultant is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveConsultant’s confidentiality and nondisclosure obligations, the Executive The Consultant is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 2 contracts

Samples: Transition Agreement (Karyopharm Therapeutics Inc.), Consulting Agreement (Karyopharm Therapeutics Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement, or in the Employment Agreement, Scientific Advisor Agreement or the Confidentiality Agreement elsewhere, prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Separation Agreement and Release of Claims (Idera Pharmaceuticals, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive from Ms. Xxxxxxxxx xxxm communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is Ms. Xxxxxxxxx xx not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained Ms. Xxxxxxxxx xxxained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality Ms. Xxxxxxxxx’x xxxfidentiality and nondisclosure obligations, the Executive is Ms. Xxxxxxxxx xx hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Transition, Separation and Release of Claims Agreement (National CineMedia, Inc.)

Scope of Disclosure Restrictions. Nothing I understand and acknowledge that nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive me from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is I understand that I am not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive I obtained through a communication that was subject to the attorney-client privilegeprivilege of the Company. Further, notwithstanding the Executive’s my confidentiality and nondisclosure obligations, the Executive is I understand that I am hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Employment Agreement (Voyager Therapeutics, Inc.)

Scope of Disclosure Restrictions. Nothing I understand and acknowledge that nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive me from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is I understand that I am not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive I obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s my confidentiality and nondisclosure obligations, the Executive is I understand that I am hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Employment Agreement (Voyager Therapeutics, Inc.)

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Scope of Disclosure Restrictions. Nothing in this Agreement Agreement, the Additional Release, or the Confidentiality Agreement elsewhere prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Retirement and Separation Agreement (Mersana Therapeutics, Inc.)

Scope of Disclosure Restrictions. Nothing Executive understands and acknowledges that nothing in this Agreement or the Confidentiality Agreement any other Company policy or agreement prohibits the Executive her from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, agencies or participating in government agency investigations or proceedings. The Executive , and that she is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive she obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, Executive understands that, and the Executive Company is hereby advised advising her as follows follows, pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Employment Agreement (National CineMedia, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement Release, or in the Confidentiality Agreement NDA or elsewhere, prohibits the Executive Employee from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive Employee is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveEmployee’s ActiveUS 161701565 confidentiality and nondisclosure obligations, the Executive Employee is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Separation Agreement (Ophthotech Corp.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Severance and Change in Control Agreement (Sage Therapeutics, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes Executive to waive and nothing herein shall be deemed to waive the disclosure of information the Executive obtained through a communication that was subject to the Company’s attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Retirement Agreement (Alliance Data Systems Corp)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement prohibits the Executive Employee from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive Employee is not required to notify the Company of any such communications; , provided, however, that nothing herein authorizes the disclosure of information the Executive Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveEmployee’s confidentiality and nondisclosure obligations, the Executive Employee is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, proceeding if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to a court order.”

Appears in 1 contract

Samples: Employment Agreement (Solid Biosciences Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive Xx. Xxxxx from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive Xx. Xxxxx is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive Xx. Xxxxx obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s Xx. Xxxxx’x confidentiality and nondisclosure obligations, the Executive Xx. Xxxxx is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Transition, Separation and Release of Claims Agreement (National CineMedia, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Non- Disclosure and Invention Agreement prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Employment Agreement

Scope of Disclosure Restrictions. Nothing in this Separation Agreement prohibits either you or the Confidentiality Agreement prohibits the Executive from Company communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not Neither you nor the Company are required to notify the Company other of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive either party obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s your confidentiality and nondisclosure obligations, the Executive is you are hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Editas Medicine, Inc.

Scope of Disclosure Restrictions. Nothing Regardless of whether or not this Agreement becomes binding, nothing in this Agreement or the Confidentiality Agreement elsewhere prohibits the Executive EXECUTIVE from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, agencies or participating in government agency investigations or proceedings. The Executive EXECUTIVE is not required to notify the Company Entegris of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive EXECUTIVE obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ExecutiveEXECUTIVE’s confidentiality and nondisclosure obligations, the Executive EXECUTIVE is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 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 attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Appears in 1 contract

Samples: Separation Agreement and Release (Entegris Inc)

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