Common use of Protected Activities Clause in Contracts

Protected Activities. Executive and the Company each acknowledge and agree that nothing in this Agreement shall be applied to limit or interfere with Executive’s right, without notice to 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, 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. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission. Executive understands that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Executive’s attorney in such lawsuit, provided that Executive must file any document containing the trade secret under seal, and Executive may not disclose the trade secret, except pursuant to court order. However, Executive is not authorized to make any disclosures as to which the Company may assert protection from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company. The disclosures and actions protected in this Section 17 are referred to herein as “Protected Activities.”

Protected Activities. Executive and the Company each acknowledge and agree that nothing Nothing in this Agreement shall be applied prohibit or impede Employee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to limit or interfere with Executive’s right, without notice to 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 violations of any U.S. federal, state, state or local law or regulation, (ii) participating or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any investigation such law or proceeding regulation; provided, that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint in each case such communications and disclosures are consistent with a Government Agencyapplicable law. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Employee understands and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission. Executive understands acknowledges that Executive will 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 is made (a1) in confidence to a federal, state, or local government official, official or to an attorney, attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Executive . Employee understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of lawlaw may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, or to Executive’s attorney in such lawsuit, provided that Executive must file if the individual files any document containing the trade secret under seal, ; and Executive may does not disclose the trade secret, except pursuant to court order. HoweverExcept as otherwise provided in this paragraph or under applicable law, Executive under no circumstance is not Employee authorized to make disclose any disclosures as to which information covered by the Company may assert protection from disclosure under the Company’s attorney-client privilege or the attorney work product doctrineproduct, or the Company’s trade secrets, without the prior written consent of the Company’s General Counsel . Employee does not need the prior authorization of (or another authorized officer designated by to give notice to) any member of the Company. The disclosures and actions protected Company or its affiliates regarding any communication, disclosure, or activity described in this Section 17 are referred to herein as “Protected Activitiesparagraph.”

Protected Activities. Executive and the Company each acknowledge and agree that nothing Notwithstanding anything in this Agreement or the PIIA to the contrary, nothing contained in this Agreement or the PIIA shall be applied to limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of prohibit Consultant from (i) communicating directly with, filing a charge with, reporting a possible violation violations of any U.S. federal, state, or local federal law or regulationregulation to, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other informationby, or (iii) filing a charge or complaint cooperating with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other self-securities regulatory organization agency, self- regulatory authority or any other federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental agency proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Further, nothing herein will prevent Consultant from participating in activity permitted by Section 7 of the National Labor Relations Act or commissionfrom filing an unfair labor practice charge with the NLRB. Executive understands that Executive For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Pursuant to 18 USC Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made made: (aA) 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 (bB) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; . Further, nothing in this Agreement is intended to or (c) shall preclude either party from providing truthful testimony in court proceedings if Executive files response to a lawsuit for retaliation by an employer for reporting a suspected violation of lawvalid subpoena, or to Executive’s attorney in such lawsuit, provided that Executive must file any document containing the trade secret under seal, and Executive may not disclose the trade secret, except pursuant to court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. HoweverIf Consultant is required to provide testimony, Executive is not authorized to make any disclosures as to which then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify the Company may assert protection from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent as soon as reasonably practicable after receiving any such request of the Company’s General Counsel or another authorized officer designated by the Companyanticipated testimony. The disclosures and actions protected Further, nothing in this Section 17 are referred Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Consultant has reason to herein as “Protected Activitiesbelieve is unlawful.”