Common use of Scope of Disclosure Restrictions Clause in Contracts

Scope of Disclosure Restrictions. Nothing in this Agreement, including this Section 4, or elsewhere prohibits or restricts the Consultant from (i) communicating with, or voluntarily providing information the Consultant believes indicates possible or actual violations of the law to, local, state or federal government agencies (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant resides. The Consultant is not required to notify the Company of any such communications. Further, notwithstanding the Consultant’s confidentiality and nondisclosure obligations, 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: Consulting Agreement (Karyopharm Therapeutics Inc.), Transition Agreement (Karyopharm Therapeutics Inc.)

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Scope of Disclosure Restrictions. Nothing in this Agreement, including this Section 4, Agreement or elsewhere prohibits or restricts the Consultant Employee from (i) communicating with, or voluntarily providing information the Consultant believes indicates reporting possible or actual violations of the law to, local, state or federal law or regulation to any government agencies (including but not limited to the Securities & Exchange Commission)agency, any legislative body, law enforcementregulator, or any self-regulatory organizations legal authority, or from making any other disclosures that are statutorily protected by under the whistleblower provisions of state or federal law of the state in which the Consultant residesor regulation. The Consultant 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 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 Consultant’s confidentiality and nondisclosure obligations, 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: Employment Agreement (resTORbio, Inc.), Employment Agreement (resTORbio, Inc.)

Scope of Disclosure Restrictions. Nothing in this AgreementAgreement or elsewhere, including this Section 4, or elsewhere prohibits or restricts the Consultant from (i) communicating with, or voluntarily providing information the Consultant believes indicates possible or actual violations of the law to, local, state or federal government agencies (including but not limited to the Release of Claims, prohibits you (or the Company’s officers as identified in paragraph 5 below) from participating as a witness in an investigation or proceeding conducted by, communicating with, providing information directly to, filing a complaint with, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities & and Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations other any federal, state, or from making any other disclosures that local government agencies. You are statutorily protected by the law of the state in which the Consultant resides. The Consultant is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information you obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Consultant’s your confidentiality and nondisclosure obligations, The Consultant 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: Separation Agreement (Mediaco Holding Inc.)

Scope of Disclosure Restrictions. Nothing in this AgreementAgreement or elsewhere (including, including this Section 4without limitation, in the Surviving Sections) prohibits Xx. Xxxx from communicating with government agencies about possible violations of federal, state, or elsewhere prohibits local laws or restricts the Consultant from (i) communicating withotherwise providing information to government agencies, filing a complaint with government agencies, or voluntarily providing information the Consultant believes indicates possible participating in government agency investigations or actual violations of the law to, local, state or federal government agencies (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant residesproceedings. The Consultant Xx. Xxxx is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information Xx. Xxxx obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Consultant’s Xx. Xxxx’x confidentiality and nondisclosure obligations, The Consultant Xx. Xxxx 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 (Ruths Hospitality Group, Inc.)

Scope of Disclosure Restrictions. Nothing Executive understands that nothing in this Agreement, including this Section 4, Agreement or elsewhere prohibits Executive from filing a charge or restricts complaint with the Consultant from (i) communicating withSecurities and Exchange Commission or any other federal, state, or voluntarily providing information the Consultant believes indicates possible local governmental regulatory or actual violations of the law enforcement agency (“Government Agencies”). Executive further understands that nothing in this Agreement or elsewhere limits Executive’s ability to, localwithout notice or approval from the Company, state communicate with any Government Agencies or federal government agencies (otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including but not limited providing documents or other information to a Government Agency, nor does it limit Executive’s right to participate in the Securities & and Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant resides. The Consultant is not required to notify the Company of any such communications’s whistleblower program. Further, notwithstanding the ConsultantExecutive’s confidentiality and nondisclosure obligations, The Consultant 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 and Release of Claims Agreement (Blue Apron Holdings, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement, including this Section 4Sections 5(a) and 5(b) above, or elsewhere prohibits or restricts the Consultant Executive from (i) communicating with, or voluntarily providing information the Consultant Executive believes indicates possible or actual violations of the law to, local, state or federal government agencies (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which Executive resides, and/or (ii) making disclosures or communications to engage in protected, concerted activity or to otherwise exercise rights under Section 7 of the Consultant residesNational Labor Relations Act. The Consultant Executive is not required to notify the Company of any such communications. Further, notwithstanding the ConsultantExecutive’s confidentiality and nondisclosure obligations, The Consultant 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: Transition Agreement (Karyopharm Therapeutics Inc.)

Scope of Disclosure Restrictions. Nothing Executive understands that nothing in this Agreement, including this Section 4, Agreement or elsewhere prohibits Executive from filing a charge or restricts complaint with the Consultant from (i) communicating withSecurities and Exchange Commission or any other federal, state, or voluntarily providing information the Consultant believes indicates possible local governmental, regulatory or actual violations of the law enforcement agency (“Government Agencies”). Executive further understands that nothing in this Agreement or elsewhere limits Executive’s ability to, localwithout notice or approval from the Company, state communicate with any Government Agencies or federal government agencies (otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including but not limited providing documents or other information to a Government Agency, nor does it limit Executive’s right to participate in the Securities & and Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant resides. The Consultant is not required to notify the Company of any such communications’s whistleblower program. Further, notwithstanding the ConsultantExecutive’s confidentiality and nondisclosure obligations, The Consultant 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 and Release of Claims Agreement (Blue Apron Holdings, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement, including this Section 4, Agreement or elsewhere prohibits or restricts the Consultant from (i) Ms. Xxxxxxxxx xxxm communicating withwith government agencies about possible violations of federal, state, or voluntarily local laws or otherwise providing information the Consultant believes indicates possible or actual violations of the law toto government agencies, local, state or federal filing a complaint with government agencies (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcementagencies, or any self-regulatory organizations participating in government agency investigations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant residesproceedings. The Consultant is Ms. Xxxxxxxxx xx not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information Ms. Xxxxxxxxx xxxained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Consultant’s confidentiality Ms. Xxxxxxxxx’x xxxfidentiality and nondisclosure obligations, The Consultant 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.)

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Scope of Disclosure Restrictions. Nothing in this AgreementAgreement or elsewhere (including, including this Section 4without limitation, in the Surviving Sections) prohibits Xx. X’Xxxxxxx from communicating with government agencies about possible violations of federal, state, or elsewhere prohibits local laws or restricts the Consultant from (i) communicating withotherwise providing information to government agencies, filing a complaint with government agencies, or voluntarily providing information the Consultant believes indicates possible participating in government agency investigations or actual violations of the law to, local, state or federal government agencies (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant residesproceedings. The Consultant Xx. X’Xxxxxxx is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information Xx. X’Xxxxxxx obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Consultant’s Xx. X’Xxxxxxx’x confidentiality and nondisclosure obligations, The Consultant Xx. X’Xxxxxxx 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, Transition, and Release of Claims Agreement (Ruths Hospitality Group, Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement, including this Section 4Release, or elsewhere in the NDA or elsewhere, prohibits or restricts the Consultant Employee from (i) communicating withwith government agencies about possible violations of federal, state, or voluntarily local laws or otherwise providing information the Consultant believes indicates possible or actual violations of the law toto government agencies, local, state or federal filing a complaint with government agencies (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcementagencies, or any self-regulatory organizations participating in government agency investigations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant residesproceedings. The Consultant Employee is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the ConsultantEmployee’s ActiveUS 161701565 confidentiality and nondisclosure obligations, The Consultant 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: Employment Agreement (Ophthotech Corp.)

Scope of Disclosure Restrictions. Nothing You understand that nothing in this Agreement, including this Section 4, letter agreement or elsewhere prohibits you from filing a charge or restricts complaint with the Consultant from (i) communicating withSecurities and Exchange Commission or any other federal, state, or voluntarily providing information the Consultant believes indicates possible local governmental regulatory or actual violations of the law enforcement agency (“Government Agencies”). You further understand that nothing in this letter agreement or elsewhere limits your ability to, localwithout notice or approval from the Company, state communicate with any Government Agencies or federal government agencies (otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including but not limited providing documents or other information to a Government Agency, nor does it limit your right to participate in the Securities & and Exchange Commission), any legislative body, law enforcement, or any self-regulatory organizations or from making any other disclosures that are statutorily protected by the law of the state in which the Consultant resides. The Consultant is not required to notify the Company of any such communications’s whistleblower program. Further, notwithstanding the Consultant’s your confidentiality and nondisclosure obligations, The Consultant 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: Employment Agreement (Solid Biosciences Inc.)

Scope of Disclosure Restrictions. Nothing in this Agreement, including this Section 4, letter agreement or elsewhere prohibits or restricts the Consultant from you from: (i) communicating withwith government agencies about possible violations of federal, state, or voluntarily local laws or otherwise providing information the Consultant believes indicates possible or actual violations of the law to, local, state or federal to government agencies agencies: (including but not limited to the Securities & Exchange Commission), any legislative body, law enforcementii) filing a complaint with government agencies, or any self-regulatory organizations participating in government agency investigations or from making any other disclosures that proceedings; (iii) disclosing information required by applicable law, or in confidence to your attorney or professional advisor for the purpose of obtaining professional advice; or (iv) enforcing your rights against the Company. You are statutorily protected by the law of the state in which the Consultant resides. The Consultant is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information you obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Consultant’s your confidentiality and nondisclosure obligations, The Consultant 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: Employment Agreement (Ocular Therapeutix, Inc)

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