Common use of Protected Activity Not Prohibited Clause in Contracts

Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit or prohibit Consultant from filing a charge or complaint with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”), without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the preceding, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or the activity otherwise protected herein. Consultant further understands that Consultant is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows)

Appears in 3 contracts

Sources: Consulting Agreement (Carmot Therapeutics Inc.), Consulting Agreement (Carmot Therapeutics Inc.), Consulting Agreement (Momentive Global Inc.)

Protected Activity Not Prohibited. Consultant Executive understands that nothing in this Agreement shall in any way limit or prohibit Consultant Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint withcomplaint, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted bywith, any state, federal, state or local government agency or commissionother governmental agency, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or under the activity otherwise protected hereinConfidentiality Agreement to any parties other than the Government Agencies. Consultant Executive further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. Any language in the Confidentiality Agreement regarding Executive’s right to engage in Protected Activity that conflicts with, or attorney work productis contrary to, this paragraph is superseded by this Agreement. Pursuant In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 3 contracts

Sources: Separation Agreement (TrueCar, Inc.), Transition Agreement and Release of Claims (Cornerstone OnDemand Inc), Transition Agreement and Release of Claims (Cornerstone OnDemand Inc)

Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit or prohibit Consultant from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”). Consultant understands that in connection with such Protected Activity, Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or may constitute Company Confidential Information to any parties other than the activity otherwise protected hereinGovernment Agencies. Consultant further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows)

Appears in 2 contracts

Sources: Consulting Agreement (Ventyx Biosciences, Inc.), Consulting Agreement (Ventyx Biosciences, Inc.)

Protected Activity Not Prohibited. Consultant understands that nothing Nothing in this Agreement shall in any way limit limits or prohibit Consultant prohibits Executive from filing a charge or complaint with, or otherwise communicating, cooperating, communicating or cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. In additionNotwithstanding, Consultant understands that nothing in this Agreementmaking any such disclosures or communications, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the preceding, Consultant agrees to Executive must take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or may constitute Company Confidential Information to any parties other than the activity otherwise protected hereinGovernment Agencies. Consultant further understands that Consultant is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will Executive shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) is made in confidence to a U.S. federal, state, or local government official (directly or indirectly) office or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the a trade secret to the individual’s attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal seal, and does not disclose the trade secret, except pursuant to court order. (signature page follows)Except as otherwise provided in this paragraph or under applicable law, Executive is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product or trade secrets.

Appears in 2 contracts

Sources: Executive Employment Agreement (Vivint Solar, Inc.), Executive Employment Agreement (Vivint Solar, Inc.)

Protected Activity Not Prohibited. Consultant Executive understands that nothing in the Agreement or this Agreement Release shall in any way limit or prohibit Consultant Executive from engaging in any Protected Activity. For purposes of the Agreement and this Release, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or to any parties other than the activity otherwise protected hereinGovernment Agencies. Consultant Executive further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work product. Pursuant In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows)Finally, nothing in this Agreement or in the Release Agreement constitutes a waiver of any rights Executive may have under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 7 of the National Labor Relations Act.

Appears in 2 contracts

Sources: Employment Agreement (Nutex Health, Inc.), Employment Agreement (Rover Group, Inc.)

Protected Activity Not Prohibited. Consultant Advisor understands that nothing in this Agreement shall in any way limit or prohibit Consultant Advisor from filing a charge or complaint with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”), without giving notice to, or receiving authorization from, the Company. In addition, Consultant Advisor understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant Advisor from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have Advisor has reason to believe is unlawful. Notwithstanding the preceding, Consultant Advisor agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or the activity otherwise protected herein. Consultant Advisor further understands that Consultant Advisor is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. Pursuant to the Defend Trade Secrets Act of 2016, Consultant Advisor is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Advisor Agreement (Urgent.ly Inc.)

Protected Activity Not Prohibited. Consultant Executive understands that nothing in this Agreement shall in any way limit or prohibit Consultant Executive from engaging in any legally protected activity, including filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”) (such activity, a “Protected Activity”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or under the activity otherwise protected hereinConfidentiality Agreement to any parties other than the Government Agencies. Consultant Executive further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work product. Pursuant Any language in the Confidentiality Agreement regarding Executive’s right to engage in Protected Activity that conflicts with, or is contrary to, this section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (ia) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Transition Agreement (Mandiant, Inc.)

Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit or prohibit Consultant from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”). Consultant understands that in connection with such Protected Activity, Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or may constitute Company Confidential Information to any parties other than the activity otherwise protected hereinGovernment Agencies. Consultant further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Consulting Agreement (Ventyx Biosciences, Inc.)

Protected Activity Not Prohibited. Consultant Executive understands that nothing in this Agreement shall in any way limit or prohibit Consultant Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing and/or pursuing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant Executive further understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding “Protected Activity” does not include the preceding, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or the activity otherwise protected herein. Consultant further understands that Consultant is not permitted to disclose the Company’s attorney-client privileged communications or attorney work productcommunications. Pursuant In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Employment Agreement (NanoString Technologies Inc)

Protected Activity Not Prohibited. Consultant understands and Service Provider understand that nothing in this Agreement shall in any way limit or prohibit Consultant or Service Provider from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”). In connection with such Protected Activity, Consultant and Service Provider are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In additionNotwithstanding the foregoing, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the preceding, Consultant agrees and Service Provider agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company trade secrets, proprietary information, or confidential information that to any parties other than the Government Agencies. “Protected Activity” does not involve unlawful acts or include the activity otherwise protected herein. Consultant further understands that Consultant is not permitted to disclose the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is and Service Provider are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows)

Appears in 1 contract

Sources: Executive Transition Agreement (Athira Pharma, Inc.)

Protected Activity Not Prohibited. Consultant Executive understands that nothing in this Agreement shall in any way limit or prohibit Consultant Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or may constitute Company Proprietary Information under the activity otherwise protected hereinPIIA and/or Section 8 of this Agreement to any parties other than the Government Agencies. Consultant Executive further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications communications. Any language in the PIIA regarding Executive’s right to engage in Protected Activity that conflicts with, or attorney work productis contrary to, this paragraph is superseded by this Agreement. Pursuant In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Separation Agreement (Core Scientific, Inc./Tx)

Protected Activity Not Prohibited. Consultant Employee understands that nothing in this Transition Agreement shall in any way limit or prohibit Consultant Employee from engaging in any Protected Activity. Protected Activity includes: (i) filing and/or pursuing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, by any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from ; and/or (ii) discussing or disclosing information about unlawful actsacts in the workplace, such as harassment or discrimination or any other conduct that Consultant have Employee has reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company or Employer trade secrets, proprietary information, or confidential information that does not involve unlawful acts in the workplace or the activity otherwise protected herein. Consultant Employee further understands that Consultant is Protected Activity does not permitted to disclose include the Company’s disclosure of any Company or Employer attorney-client privileged communications or attorney work product. Pursuant In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this Transition Agreement constitutes a waiver of any rights Employee may have under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 7 of the National Labor Relations Act (signature page follows“NLRA”). For purposes of clarity, nothing in this Transition Agreement shall be interpreted to impair or limit Employee’s participation in any legally protected activities, such as (i) forming, joining, or supporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms and conditions of employment, and (iv) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of Employee or the Company’s or the Employer’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA. Employee understands that nothing in this Transition Agreement or any other agreement with Company or Employer (or any Company or Employer policies) shall limit or prohibit Employee from engaging in any protected conduct set forth in this section.

Appears in 1 contract

Sources: Transition Agreement and Release (Lumentum Holdings Inc.)

Protected Activity Not Prohibited. Consultant Executive understands that nothing in this Agreement shall in any way limit or prohibit Consultant Executive from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the precedingforegoing, Consultant Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or may constitute Company confidential and proprietary information under the activity otherwise protected hereinProprietary Rights Agreement to any parties other than the Government Agencies. Consultant Executive further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications communications. Any language in the Proprietary Rights Agreement regarding Executive’s right to engage in Protected Activity that conflicts with, or attorney work productis contrary to, this paragraph is superseded by this Agreement. Pursuant In addition, pursuant to the Defend Trade Secrets Act of 2016, Consultant Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Involuntary Termination Protection Agreement (Vivint Solar, Inc.)

Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit or prohibit Consultant from filing a charge or complaint with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”), without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the preceding, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or the activity otherwise protected herein. Consultant further understands that Consultant is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows).

Appears in 1 contract

Sources: Transition Agreement (Udemy, Inc.)

Protected Activity Not Prohibited. Consultant understands that nothing (a) Nothing contained in this Agreement shall in any way limit or prohibit Consultant from filing limits the Executive’s ability to file a charge or complaint withwith the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Further, this Agreement does not limit the Executive’s ability to communicate with any Government Agencies or otherwise communicating, cooperating, or participating participate in any investigation or proceeding that may be conducted by, by any federal, state or local government agency or commissionGovernment Agency, including the Securities and Exchange Commission (“Government Agencies”)providing documents or other information, without giving notice to, or receiving authorization from, to the Company. In addition, Consultant understands provided that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawful. Notwithstanding the preceding, Consultant Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or may constitute Confidential Information to any parties other than the activity otherwise protected herein. Consultant further Government Agencies and the Executive agrees and understands that Consultant he or she is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. Pursuant This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies. (b) Notwithstanding any provision in this Agreement to the contrary, in accordance with the Defend Trade Secrets Act of 2016, Consultant is notified that an individual the 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 that: (i) is made (A) in confidence to a federal, state, or local government official (official, either directly or indirectly) , or to an attorney 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, arbitration, or other proceeding. If the Executive files a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, initiates an individual who files a lawsuit for arbitration about retaliation by an employer the Company for reporting a suspected violation of law law, the Executive may disclose the Company’s trade secret secrets to the individualExecutive’s attorney and use the trade secret information in the court proceeding, or arbitration proceeding if the individual Executive: (i) files any document containing the trade secret under seal seal; and (ii) does not disclose the trade secret, except pursuant to the court or arbitrator’s order. (signature page follows).

Appears in 1 contract

Sources: Employment Termination Benefits Agreement (Moog Inc.)

Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit or prohibit Consultant from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge charge, complaint, or complaint report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”). Consultant understands that in connection with such Protected Activity, Consultant is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In addition, Consultant understands that nothing in this Agreement, including its definition of Confidential Information, prevents Consultant from discussing Company or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Consultant have reason to believe is unlawfulParent. Notwithstanding the precedingforegoing, Consultant agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company trade secrets, proprietary information, or Parent confidential information that does not involve unlawful acts or to any parties other than the activity otherwise protected hereinGovernment Agencies. Consultant further understands that Consultant is “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company or Parent attorney-client privileged communications or attorney work productcommunications. Pursuant to the Defend Trade Secrets Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (signature page follows)

Appears in 1 contract

Sources: Consulting Agreement (Talend S.A.)