Common use of Protected Activities Clause in Contracts

Protected Activities. Pursuant to 18 U.S.C. §1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (1) files any document containing the trade secret under seal and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between the Company and Executive shall prohibit or restrict Executive from (I) voluntarily communicating with an attorney retained by Executive, (II) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the New York State Division of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Protected Activities. Pursuant You acknowledge that neither this Agreement nor any other agreement or policy of the Company or its Affiliates shall be construed or applied in a manner which limits or interferes with your right, without notice to 18 U.S.C. §1833(b)or authorization of the Company and/or its Affiliates, Executive will to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. Additionally, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s an attorney, and (B) 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. Executive understands that , if Executive files such filing is made under seal; or (c) in court proceedings if you file a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, Executive may disclose the trade secret or to Executive’s your attorney and use the trade secret information in the court proceeding if Executive (1) files such lawsuit, provided that you must file any document containing the trade secret under seal seal, and (2) does you may not disclose the trade secret, except pursuant to court order. Nothing The activities or disclosures described in this Section 7 shall be referred to in this Agreement is intended as “Protected Activities.” Notwithstanding the foregoing, in accordance with the standards set forth in 29 C.F.R. § 240.21F-4(b)(4), you shall not be authorized to conflict with 18 U.S.C. §1833(b) or create liability for make any disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between as to which the Company and Executive shall prohibit and/or its Affiliates may reasonably assert protections from disclosure under the attorney-client privilege or restrict Executive the attorney work product doctrine, without prior written consent of an authorized officer designated by the Company, provided, however, that you may, without authorization from (I) voluntarily communicating with an attorney retained by Executivethe Company, (II) voluntarily communicating with any law enforcement, government agency, including disclose information to a Government Agency to the Securities and Exchange Commission (“SEC”extent permitted under 29 C.F.R. § 205.3(d)(2), the Equal Employment Opportunity Commission, the New York State Division of Human Rightsapplicable state attorney conduct rules, or any other state law or local commission on human rights, or any self-regulatory organization, regarding possible violations regulation permitting disclosure of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Companyotherwise privileged communications.

Protected Activities. Pursuant You acknowledge that neither this Agreement nor any other agreement or policy of the Company or its affiliates shall be construed or applied in a manner which limits or interferes with your right, without notice to 18 U.S.C. §1833(b)or authorization of the Company to communicate and cooperate in good faith with a government agency for the purpose of (i) reporting a possible violation of any U.S. federal, Executive will state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any government agency, including by providing documents or other information, or (iii) filing a charge or complaint with a government agency. Additionally, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s an attorney, and (B) 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. Executive understands that , if Executive files such filing is made under seal; or (c) in court proceedings if you file a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, Executive may disclose the trade secret or to Executive’s your attorney and use the trade secret information in the court proceeding if Executive (1) files such lawsuit, provided that you must file any document containing the trade secret under seal seal, and (2) does you may not disclose the trade secret, except pursuant to court order. Nothing Notwithstanding the foregoing, in this Agreement is intended accordance with the standards set forth in 17 C.F.R. § 240.21F-4(b)(4), you shall not be authorized to conflict with 18 U.S.C. §1833(b) or create liability for make any disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between as to which the Company and Executive shall prohibit and/or its affiliates may reasonably assert protections from disclosure under the attorney-client privilege or restrict Executive the attorney work product doctrine, without prior written consent of an authorized officer designated by the Company, provided, however, that you may, without authorization from (I) voluntarily communicating with an attorney retained by Executivethe Company, (II) voluntarily communicating with any law enforcement, disclose information to a government agency, including agency to the Securities and Exchange Commission (“SEC”extent permitted under 17 C.F.R. § 205.3(d)(2), the Equal Employment Opportunity Commission, the New York State Division of Human Rightsapplicable state attorney conduct rules, or any other state law or local commission on human rights, or any self-regulatory organization, regarding possible violations regulation permitting disclosure of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Companyotherwise privileged communications.