Common use of Protected Activity Not Prohibited Clause in Contracts

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed)

Appears in 2 contracts

Sources: Employment Agreement (Forescout Technologies, Inc), Employment Agreement (Forescout Technologies, Inc)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and/or pursuing a charge or complaint with, or otherwise 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, 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. NotwithstandingIn addition, I understand that nothing in making this Agreement, including its definition of Company Confidential Information, (i) limits employees’ rights to discuss or disclose the terms, wages, and working conditions of their employment, nor (ii) prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any such disclosures or communicationsother conduct that I have reason to believe is unlawful. Notwithstanding the preceding, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company Confidential Information to any parties other than does not involve unlawful acts in the Government Agenciesworkplace or the activity otherwise protected herein. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 12/31/2023 /s/ Antonio Pe▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS ACKNOWLEDGED AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached DateAGREED STARDUST POWER INC. By: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇Signature Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO None None None X No inventions or improvements (check here and indicate “None” above) Additional Sheets Attached Date: 12/31/2023 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name of Employee (typed or printed) (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”

Appears in 2 contracts

Sources: At Will Employment Agreement (Global Partner Acquisition Corp II), At Will Employment Agreement (Global Partner Acquisition Corp II)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 2. CALIFORNIA This Agreement will be effective as of September 6, 2018. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT 1 TO THIS AGREEMENT. /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS 9/19/2018 ACCEPTED AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached DateAGREED TO: 3/17/2017 | 10:02 PDT By: /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed)Hong Liang 9/19/2018 CALIFORNIA EXHIBIT 1 EXCLUDED INVENTIONS

Appears in 1 contract

Sources: Executive Employment Agreement (Kodiak Sciences Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 2. CALIFORNIA This Agreement will be effective as of September 6, 2018. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT 1 TO THIS AGREEMENT. /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ 9/20/2018 ACCEPTED AND AGREED TO: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed)9/20/2018 CALIFORNIA EXHIBIT 1 EXCLUDED INVENTIONS

Appears in 1 contract

Sources: Executive Employment Agreement (Kodiak Sciences Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. D. [SIGNATURE PAGE TO SPACEFLIGHT INDUSTRIES, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT] Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇▇▇ ▇▇▇▇ Signature Antonio PeName of Employee (typed or printed) ▇▇▇▇▇ ▇▇▇▇ Title Date Identifying Number or Brief Description None No inventions or improvements Additional Sheets Attached Date: /s/ ▇▇▇▇▇ ▇▇▇▇ Signature ▇▇▇▇▇ ▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or BriefDescription x No property, or reproductions of any and all aforementioned items belonging to Spaceflight Industries, Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or improvements Additional Sheets Attached made by me (solely or jointly with others), as covered by that Agreement. I understand that pursuant to the Agreement, and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also acknowledge that under the Agreement, for twelve (12) months from this date, I will not engage in any of the activities prohibited by Section 8 of the Agreement, including competition with the Company in the “Territory” defined in Section 8.A of the Agreement, and solicitation of employees, customers, vendors, consultants, collaborators, agents, and contractors of the Company. After leaving the Company’s employment, I will be employed by in the position of . Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) Address for Notifications: It is the policy of Spaceflight Industries, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided: 1. Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.) 2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company. 3. Participating in civic or professional organizations that might involve divulging confidential information of the Company. 4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is, or appears to be, a personal or social involvement. 5. Initiating or approving any form of personal or social harassment of employees. 6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company. 7. Borrowing from or lending to employees, customers, or suppliers, 8. Acquiring real estate of interest to the Company. 9. Improperly using or disclosing to the Company any proprietary information or trade secrets of any other employer or other person or entity with whom obligations of confidentiality exist. 10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees. 11. Making any unlawful agreement with distributors with respect to prices. 12. Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity. 13. Engaging in any conduct that is not in the best interest of the Company. Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in immediate termination of employment. Nothing in these guidelines is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law, including any rights an employee may have under Section 7 of the National Labor Relations Act. Also, nothing in these guidelines limits or prohibits employees from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, employees must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. Employees may not disclose the Company’s attorney-client privileged communications or attorney work product.

Appears in 1 contract

Sources: Executive Employment Agreement (Osprey Technology Acquisition Corp.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and pursuing a charge or complaint with, or otherwise 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, public prosecutor, or law enforcement agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 12/18/2023 /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description NA No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT 12/18/2023 /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Name of Employee (typed or printed) (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”

Appears in 1 contract

Sources: Employment Agreement (Twist Bioscience Corp)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits shall in any way limit or prohibits prohibit me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint with, or otherwise communicating or cooperating with 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, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Commission and the National Labor Relations Board (“Government Agencies”)Board. Notwithstanding any restrictions set forth in this Agreement, including I understand that I am not required to obtain authorization from the Company prior to disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor am I obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agenciesrelevant government agencies. I further understand that I am “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. DateDate : 3/17/2017 | 10:02 PDT 11/04/2017 Signature /s/ Antonio Pe▇▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na √ No inventions or improvements __ Additional Sheets Attached DateDate : 3/17/2017 | 10:02 PDT 11/04/2017 /s/ Antonio Pe▇▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇▇▇ Signature ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name of Employee (typed or printed) CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.” This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”). I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Infom1ation, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement. I further agree that, in compliance with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement and subject to its Protected Activity exclusion, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also agree that for twelve (12) months from this date, I will not directly or indirectly solicit any of the Company’s employees to leave their employment at the Company. I agree that nothing in this paragraph shall affect my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement during and after this twelve (12) month period, including, without limitation, my obligations under Section 2 (Confidentiality) thereof. After leaving the Company’s employment, I will be employed by ______________________________ in the position of ____________________________________________. Signature Name of Employee (typed or printed) Address for Notifications: It is the policy of MetroMile, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided: 1. Revealing confidential information to outsiders or misusing confidential info1mation. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.) 2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company. 3. Participating in civic or professional organizations that might involve divulging confidential information of the Company. 4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement. 5. Initiating or approving any fo1m of personal or social harassment of employees. 6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company. 7. Borrowing from or lending to employees, customers, or suppliers. 8. Acquiring real estate of interest to the Company. 9. Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist. 10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees. 11. Making any unlawful agreement with distributors with respect to prices. 12. Improperly using or authorizing the use of any inventions that arc the subject of patent claims of any other person or entity. 13. Engaging in any conduct that is not in the best interest of the Company. Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning. I understand that nothing in these guidelines is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.

Appears in 1 contract

Sources: At Will Employment Agreement (INSU Acquisition Corp. II)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 2. CALIFORNIA This Agreement will be effective as of September 6, 2018. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT 1 TO THIS AGREEMENT. /s/ Antonio Pe▇▇▇ ▇▇▇▇▇▇▇Signature Antonio Pe9/21/2018 ACCEPTED AND AGREED TO: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed)9/21/2018 CALIFORNIA EXHIBIT 1 EXCLUDED INVENTIONS

Appears in 1 contract

Sources: Executive Employment Agreement (Kodiak Sciences Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. DateD. On behalf of Stardust Power, Inc., we are pleased to extend this employment offer to you and look forward to your response. STARDUST POWER INC. By: 3/17/2017 | 10:02 PDT /s/ Antonio PeR▇▇▇▇▇ ▇▇▇▇Signature Antonio PeR▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer Date: December 17, 2024 /s/ P▇▇▇▇▇▇▇ ▇▇▇ Employee Signature P▇▇▇▇▇▇▇ ▇▇▇ Personal Email: Cell: The duties and responsibilities for the role of Chief Strategy Officer and Sr. Advisor to CEO are as follows: ● Any services that may be required of Chief Strategy Officer and Sr. Advisor to CEO ● Lead merger and acquisition activity including integration. ● ESG reporting ● Originate and onboard strategic capital or other capital sources ___ No inventions or improvements ___ Additional Sheets Attached Date: December 17, 2024 /s/ P▇▇▇▇▇▇▇ ▇▇▇ Signature P▇▇▇▇▇▇▇ ▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number STARDUST POWER INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or BriefDescription x No property, or reproductions of any and all aforementioned items belonging to Stardust Power Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have updated all of my social media accounts to delete any information, assertions, or suggestions to the effect that I am a current employee of the Company or am otherwise currently affiliated with the Company in any way. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇ ▇▇▇▇▇ made by me (solely or jointly with others), as covered by that Agreement. I understand that pursuant to the Agreement, and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also agree that for twelve (12) months from this date, I will comply with the non-solicitation provisions, as set forth in Section 7 of the Agreement. After leaving the Company’s employment, I will be employed by _______________________________________________________________ in the position of _______________________________________________________________. Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) Address for Notifications: STARDUST POWER INC. CONFLICT OF INTEREST GUIDELINES It is the policy of Stardust Power Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided: 1. Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.) 2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company. 3. Participating in civic or professional organizations that might involve divulging confidential information of the Company. 4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement. 5. Initiating or approving any form of personal or social harassment of employees. 6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company. 7. Borrowing from or lending to employees, customers, or suppliers. 8. Acquiring real estate of interest to the Company. 9. Improperly using or disclosing to the Company any proprietary information or trade secrets of any other employer or other person or entity with whom obligations of confidentiality exist. 10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees. 11. Making any unlawful agreement with distributors with respect to prices. 12. Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity. 13. Engaging in any conduct that is not in the best interest of the Company. Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning. Nothing in these guidelines is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law, including any rights an employee may have under Section 7 of the National Labor Relations Act. Also, nothing in these guidelines limits or prohibits employees from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, employees must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. Employees may not disclose the Company’s attorney-client privileged communications or attorney work product.

Appears in 1 contract

Sources: At Will Employment Agreement (Stardust Power Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT May 27, 2022 /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Brief Description Not applicable Not applicable Not applicable _X_ No inventions or improvements ___ Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT May 27, 2022 /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Signature Name of Employee (typed or printed)

Appears in 1 contract

Sources: Executive Employment Agreement (Alpine Immune Sciences, Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits shall in any way limit or prohibits prohibit me from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint with, or otherwise communicating or cooperating with 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, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Commission and the National Labor Relations Board (“Government Agencies”)Board. Notwithstanding any restrictions set forth in this Agreement, including I understand that I am not required to obtain authorization from the Company prior to disclosing documents or other information as permitted by law, without giving notice to, or receiving authorization fromcommunicating with, such agencies, nor am I obligated to advise the CompanyCompany as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agenciesrelevant government agencies. I further understand that I am “Protected Activity” does not permitted to disclose include the Company’s disclosure of any Company attorney-client privileged communications or attorney work productcommunications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date​ Date : 3/17/2017 | 10:02 PDT 11/04/2017 Signature /s/ Antonio Pe▇▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x ​ ​ Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na Na 11/04/2017 Na ​ √ No inventions or improvements ​ __ Additional Sheets Attached Date​ Date : 3/17/2017 | 10:02 PDT 11/04/2017 /s/ Antonio Pe▇▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇▇▇ Signature ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name of Employee (typed or printed) ​ ​ ​ (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: ​ (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or ​ (2) Result from any work performed by the employee for the employer. ​ (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.” ​ This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”). ​ I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Infom1ation, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement. ​ I further agree that, in compliance with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement and subject to its Protected Activity exclusion, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. ​ I also agree that for twelve (12) months from this date, I will not directly or indirectly solicit any of the Company’s employees to leave their employment at the Company. I agree that nothing in this paragraph shall affect my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement during and after this twelve (12) month period, including, without limitation, my obligations under Section 2 (Confidentiality) thereof. ​ After leaving the Company’s employment, I will be employed by ______________________________ in the position of ____________________________________________. ​ Date : Signature Name of Employee (typed or printed) Address for Notifications: ​ ​ It is the policy of MetroMile, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided: ​ 1. Revealing confidential information to outsiders or misusing confidential info1mation. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.) ​ 2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company. ​ 3. Participating in civic or professional organizations that might involve divulging confidential information of the Company. ​ 4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement. ​ 5. Initiating or approving any fo1m of personal or social harassment of employees. ​ 6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company. ​ 7. Borrowing from or lending to employees, customers, or suppliers. ​ 8. Acquiring real estate of interest to the Company. ​ 9. Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist. ​ 10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees. ​ 11. Making any unlawful agreement with distributors with respect to prices. ​ 12. Improperly using or authorizing the use of any inventions that arc the subject of patent claims of any other person or entity. ​ 13. Engaging in any conduct that is not in the best interest of the Company. ​ Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning. I understand that nothing in these guidelines is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law. ​

Appears in 1 contract

Sources: At Will Employment Agreement (Lemonade, Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing and/or pursuing a charge or complaint with, or otherwise 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, 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. NotwithstandingIn addition, I understand that nothing in making this Agreement, including its definition of Company Confidential Information, (i) limits employees’ rights to discuss or disclose the terms, wages, and working conditions of their employment, nor (ii) prevents me from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any such disclosures or communicationsother conduct that I have reason to believe is unlawful. Notwithstanding the preceding, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that may constitute Company Confidential Information to any parties other than does not involve unlawful acts in the Government Agenciesworkplace or the activity otherwise protected herein. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT /s/ Antonio PeSeptember 19, 2022 Signature ▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT /s/ Antonio PeSeptember 19, 2022 Signature ▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed)

Appears in 1 contract

Sources: Executive Employment Agreement (Viracta Therapeutics, Inc.)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. DateD. On behalf of Stardust Power, Inc., we are pleased to extend this employment offer to you and look forward to your response. STARDUST POWER INC. By: 3/17/2017 | 10:02 PDT /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇Signature Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇▇, Director Date: 22/09/2023 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Employee Signature ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x NA NA NA ___ No inventions or improvements ___ Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT _________________________ /s/ Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇ Signature Antonio Pe▇▇▇▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to Stardust Power Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have updated all of my social media accounts to delete any information, assertions, or suggestions to the effect that I am a current employee of the Company or am otherwise currently affiliated with the Company in any way. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that Agreement. I understand that pursuant to the Agreement, and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees. I also agree that for twelve (12) months from this date, I will comply with the non-solicitation provisions, as set forth in Section 7 of the Agreement. After leaving the Company’s employment, I will be employed by ______________________________________________________ in the position of ______________________________________________________. Date: _____________________________ Signature Name of Employee (typed or printed) Address for Notifications: It is the policy of Stardust Power Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided: 1. Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.) 2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company. 3. Participating in civic or professional organizations that might involve divulging confidential information of the Company. 4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement. 5. Initiating or approving any form of personal or social harassment of employees. 6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company. 7. Borrowing from or lending to employees, customers, or suppliers. 8. Acquiring real estate of interest to the Company. 9. Improperly using or disclosing to the Company any proprietary information or trade secrets of any other employer or other person or entity with whom obligations of confidentiality exist. 10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees. 11. Making any unlawful agreement with distributors with respect to prices. 12. Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity. 13. Engaging in any conduct that is not in the best interest of the Company. Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning. Nothing in these guidelines is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law, including any rights an employee may have under Section 7 of the National Labor Relations Act. Also, nothing in these guidelines limits or prohibits employees from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, employees must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. Employees may not disclose the Company’s attorney-client privileged communications or attorney work product.

Appears in 1 contract

Sources: At Will Employment Agreement (Global Partner Acquisition Corp II)

Protected Activity Not Prohibited. I understand that nothing in this Agreement limits or prohibits me from filing a charge or complaint with, or otherwise 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, 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. Notwithstanding, in making any such disclosures or communications, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company Confidential Information to any parties other than the Government Agencies. I further understand that I am not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B. Date: 3/17/2017 | 10:02 PDT 10/28/2019 /s/ Antonio Pe▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed) LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or BriefDescription x Proprietary Rights Agreement - 11 X No inventions or improvements Additional Sheets Attached Date: 3/17/2017 | 10:02 PDT 10/28/2019 /s/ Antonio Pe▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Signature Antonio Pe▇▇▇ ▇▇▇▇▇ Name of Employee (typed or printed)) Proprietary Rights Agreement - 12

Appears in 1 contract

Sources: Executive Employment Agreement (National Instruments Corp)