Common use of Certain Permitted Disclosures Clause in Contracts

Certain Permitted Disclosures. (a) Nothing in this Agreement restricts or prohibits Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department 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. However, to the maximum extent permitted by law, Executive is hereby waiving Executive’s right to receive any individual monetary relief from the Company or any others covered by the Released Claims resulting from such claims or conduct, regardless of whether Executive or another party has filed them, and in the event Executive obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement. This Agreement does not limit Executive’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. Executive is not required hereby to receive the prior authorization of the Company to engage in conduct protected by this paragraph, and Executive does not need to notify the Company that Executive has engaged in such conduct. (b) Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by Executive (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 1 contract

Sources: Separation and Consulting Agreement (Interpace Biosciences, Inc.)

Certain Permitted Disclosures. (a) Nothing Notwithstanding anything in this Agreement restricts or prohibits to the contrary, including Sections 5 and 6 above, nothing in this Agreement shall be construed to (i) prohibit the Executive from initiating communications directly with, responding lawfully making reports to or communicating with any inquiries from, providing testimony before, providing confidential information to, reporting governmental agency or law enforcement entity regarding possible violations of federal law or regulation toin accordance with the provisions and rules promulgated under Section 21F of the Securities Exchange Act of 1934, or from filing a claim or assisting with an investigation directly with a selfSection 806 of the ▇▇▇▇▇▇▇▇-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department ▇▇▇▇▇ Act of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”)2002, or from making of any other disclosures that are protected under the whistleblower express “whistleblower” protection provisions of state or federal law or regulation. However, to (ii) prohibit the maximum extent permitted Executive from filing or proceeding with a charge with or participating in any investigation or proceeding conducted by lawthe EEOC, Executive is hereby waiving Executive’s right to receive any individual monetary relief from the Company NLRB or any others covered other comparable federal, state, or local agency charged with the investigation and enforcement of any employment laws or (iii) require notification or prior approval by the Released Claims resulting from such claims or conduct, regardless Executive of whether Executive or another party has filed them, any reporting described in clauses (i) and in the event Executive obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement. This Agreement does not limit Executive’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. Executive is not required hereby to receive the prior authorization of the Company to engage in conduct protected by this paragraph, and Executive does not need to notify the Company that Executive has engaged in such conduct(ii) hereof. (b) Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official The Executive is hereby notified in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to accordance with the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Federal Defend Trade Secrets Act of 2016, 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the a trade secrets of the Company or any of its affiliates that secret that: (a) is made by Executive (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 (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the Executive may disclose the employer’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if such filing is made the Executive: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order. Notwithstanding this immunity from liability, the Executive acknowledges that the Executive may be held liable if the Executive unlawfully accesses trade secrets by unauthorized means.

Appears in 1 contract

Sources: Employment Agreement (DigitalBridge Group, Inc.)

Certain Permitted Disclosures. (a) Nothing Notwithstanding anything else in this Agreement restricts or prohibits to the contrary, nothing in this Agreement is intended to restrict the Executive from initiating communications directly withcooperating with any investigation or proceeding initiated by the Securities and Exchange Commission ("SEC") or any other federal, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law state or regulation to, or from filing a claim or assisting with an investigation directly with a self-local regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commissionagency. Further, the Department Executive may make disclosure (i) to exercise his rights as a whistleblower under the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of Labor, the National Labor Relations Board, the Department of Justice2010, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”Commission Rule 21F-17(a), or from making other disclosures that are protected under the whistleblower provisions of any similar federal, state or local law; (ii) when engaging in activities protected by the National Labor Relations Act or any other federal law or regulation. However, state employment law; or (v) when required to the maximum extent permitted do so by a court of law, or by any governmental agency or administrative or legislative body with jurisdiction to order the Executive is hereby waiving Executive’s right to receive any individual monetary relief from divulge, disclose or make accessible such information. The Executive shall have no obligation to seek prior approval of the Company or any others covered by the Released Claims resulting from such claims or conduct, regardless of whether Executive or another party has filed them, and in the event Executive obtains such monetary relief to inform the Company will be entitled to an offset for the payments made pursuant to this Agreementof such disclosure. This Agreement does not limit the Executive’s right ability to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. Executive is not required hereby to receive the prior authorization of the Company to engage in conduct protected by this paragraphcommunicate, and Executive does not need to notify the Company that Executive has engaged in such conduct. (b) Please take without notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting Company, with any government agencies or otherwise participate in any investigation of a suspected violation of or proceeding that may be conducted by any government agency. Additionally, notwithstanding anything else in this Agreement to the lawcontrary, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant pursuant to the Defend Trade Secrets Act of 2016, non-compliance with the disclosure provisions of this Agreement shall not subject the Executive will not be held criminally to criminal or civilly liable civil liability under any federal Federal or state State trade secret law for the disclosure of the a Company trade secrets of the Company or any of its affiliates that is made by Executive secret: (i) in confidence to a federalFederal, state, State or local government official, either directly or indirectly, or to an attorney, and attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law, or ; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing provided that any complaint or document containing the trade secret is made filed under seal; or (iii) to an attorney representing the Executive in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and the Executive does not disclose the trade secret, except pursuant to court order.

Appears in 1 contract

Sources: Executive Employment Agreement (P&f Industries Inc)