Common use of Defend Trade Secrets Act Clause in Contracts

Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Employer that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Employee’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding, if Employee (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Employee has with Employer shall prohibit or restrict Employee from making any voluntary disclosure of information or documents to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to Employer. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any self-regulatory organization.

Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), Employee the Executive understands that 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 of Employer the Company that (i) is made (Ax) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Employeethe Executive’s attorney and (By) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee The Executive understands that if the Executive files a lawsuit for retaliation by Employer the Company for reporting a suspected violation of law, Employee the Executive may disclose the trade secret to Employeethe Executive’s attorney and use the trade secret information in the court proceeding, proceeding if Employee the Executive (iI) files any document containing the trade secret under seal, and (iiII) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Employee has or arrangement with Employer the Company or any of its Affiliates shall prohibit or restrict Employee the Executive from making any voluntary disclosure of information or documents to any governmental agency or legislative body, or any self-regulatory organization, in each casethe Legal Department of the Company, without advance notice and/or pursuant to Employer. Nothing in this Agreement shall prohibit the whistleblower provisions of the Xxxx-Xxxxx Act or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any selfXxxxxxxx-regulatory organizationXxxxx Act.

Defend Trade Secrets Act. Pursuant Notwithstanding anything to the contrary herein, under the Defend Trade Secrets Act of 2016 (“DTSA”), the Executive shall not be restricted from: (a) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, the Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by the Executive; (b) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and the Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that the Executive has made such reports or disclosures; (c) disclosing a trade secret (as defined by 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Employer that (i) is made (A1839) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to Employee’s attorney and (B) an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iid) is made disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. If Employee Further, if the Executive files a lawsuit for retaliation by Employer Company for reporting a suspected violation of law, Employee the Executive may disclose the trade secret secrets to Employee’s his attorney and use the trade secret information in the court proceeding, proceeding if Employee the Executive (i) files any document containing the trade secret under seal, seal and (ii) does not disclose the trade secret, secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Employee has with Employer shall prohibit or restrict Employee from making any voluntary nor the DTSA authorizes the disclosure of information that is legally required to be kept confidential. Making a complaint under the DTSA may not automatically shield the discloser from consequences of his own involvement in unlawful or documents to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to Employer. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any self-regulatory organizationimproper conduct.

Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), Employee You are hereby provided notice that under the Defend Trade Secrets Act of 2016 ("DTSA"): (a) no individual will not be held criminally or civilly liable under any Federal federal or State state trade secret secrets law for the disclosure of a trade secret of Employer (as defined in the Economic Espionage Act) that (i) is made (A) in confidence to a Federalfederal, State, state or local government official, either directly or indirectly, or to Employee’s attorney an attorney, and (B) made solely for the purpose of reporting or investigating a suspected violation of law; , or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files , if such filing is made under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by Employer an employer for reporting a suspected violation of law, Employee the law may disclose the trade secret to Employee’s such individual's attorney and use the trade secret information in the court proceeding, if Employee (i) the individual files any document containing the trade secret under seal, seal and (ii) does not disclose the trade secret, except pursuant to as permitted by court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) the DTSA or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing it shall not be a violation of this Agreement for you to (i) provide testimony or access to confidential information in any agreement Employee has with Employer shall prohibit response to a valid subpoena, court order, regulatory request, or restrict Employee from other legal process; provided, however, before making any voluntary disclosure of information or documents such disclosure, other than to any governmental agency or legislative body, regulatory authority or any self-regulatory organization, in each caseyou shall give the Company written notice of your intended disclosure and afford the Company a reasonable opportunity to protect the Company's interests, without advance notice to Employer. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting participate in any investigation or proceeding brought that may be conducted by any Federal or State regulatory or law enforcement governmental agency or legislative body, regulatory authority or any self-regulatory organization.

Defend Trade Secrets Act. Pursuant to Consultant is hereby notified, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Employee will that: (i) an individual shall not be held criminally or civilly liable under any Federal federal or State state trade secret law for the disclosure of a trade secret of Employer that (i) is made (A) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to Employee’s attorney and (B) an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law; or (ii) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee , if such filing is made under seal; and (iii) an individual who files a lawsuit for retaliation by Employer an employer for reporting a suspected violation of law, Employee law may disclose the trade secret to Employee’s the attorney of the individual and use the trade secret information in the court proceeding, if Employee the individual (iA) files any document containing the trade secret under seal, seal and (iiB) does not disclose the trade secret, secret except pursuant to court order. Nothing Notwithstanding anything to the contrary in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Employee has with Employer shall prohibit or restrict Employee from making any voluntary disclosure of information or documents to any governmental agency or legislative bodyAgreement, or any self-regulatory organizationprior company policy or action of Cyclerion, Consultant shall be free to (i) communicate directly with and provide information (including documents and Cyclerion’s confidential and proprietary information) to the Securities and Exchange Commission (the “SEC”) regarding possible violations of law or regulation (including a possible securities law violation) and (ii) file a charge or complaint with, or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by, the SEC, in each case, without advance notice to Employeror approval from Cyclerion. Cyclerion shall not retaliate against Consultant, and Consultant shall not be held liable to Cyclerion, for reporting a possible violation to, or raising a concern in good faith with, the SEC. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative bodyAgreement, or any self-regulatory organizationprior company policy or action of Cyclerion, shall limit in any way Consultant’s right to receive any monetary award or bounty from the SEC for information provided to the SEC.

Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee you acknowledge that you understand that you will not be held criminally or civilly liable under any Federal federal or State state trade secret law for the disclosure of a trade secret of Employer the Company or its affiliates that (i) is made (A) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to Employee’s your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files You further acknowledge that you understand that if you file a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee you may disclose the trade secret to Employee’s your attorney and use the trade secret information in the court proceeding, proceeding if Employee you (ix) files file any document containing the trade secret under seal, and (iiy) does do not disclose the trade secret, except pursuant to court order. Nothing in this Agreement Agreement, or any other agreement with or policy of the Company or its affiliates, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Employee has that you have with Employer the Company shall prohibit or restrict Employee you from making any voluntary disclosure of information or documents to concerning possible violations of law to, or seek a whistleblower award from, any governmental agency or legislative body, or any self-regulatory organization, in each case, and you may do so without advance notice to Employer. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any self-regulatory organizationnotifying the Company.

Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), Employee the Executive understands that 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 of Employer the Company that (i) is made (Ax) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Employeethe Executive’s attorney and (By) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee The Executive understands that if the Executive files a lawsuit for retaliation by Employer the Company for reporting a suspected violation of law, Employee the Executive may disclose the trade secret to Employeethe Executive’s attorney and use the trade secret information in the court proceeding, proceeding if Employee the Executive (iI) files any document containing the trade secret under seal, and (iiII) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Employee has or arrangement with Employer the Company or any of its Affiliates shall prohibit or restrict Employee the Executive from making any voluntary disclosure of information or documents to any governmental agency or legislative body, or any self-regulatory self‐regulatory organization, in each casethe Legal Department of the Company, without advance notice and/or pursuant to Employer. Nothing in this Agreement shall prohibit the whistleblower provisions of the Xxxx Xxxxx Act or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any selfXxxxxxxx-regulatory organizationXxxxx Act.

Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), Employee the Executive understands that 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 of Employer the Company that (i) is made (Ax) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Employeethe Executive’s attorney and (By) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee The Executive understands that if the Executive files a lawsuit for retaliation by Employer the Company for reporting a suspected violation of law, Employee the Executive may disclose the trade secret to Employeethe Executive’s attorney and use the trade secret information in the court proceeding, proceeding if Employee the Executive (iI) files any document containing the trade secret under seal, and (iiII) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Employee has or arrangement with Employer the Company or any of its Affiliates shall prohibit or restrict Employee the Executive from making any voluntary disclosure of information or documents to any governmental agency or legislative body, or any self-regulatory organization, in each casethe Legal Department of the Company, without advance notice and/or pursuant to Employer. Nothing in this Agreement shall prohibit the whistleblower provisions of the Dodd-Xxxxx Xxx or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any selfSarbxxxx-regulatory organizationXxxxx Xxx.

Defend Trade Secrets Act. Pursuant Notwithstanding anything to the contrary herein, under the Defend Trade Secrets Act of 2016 (“DTSA”), the Executive shall not be restricted from: (a) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, the Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by the Executive; (b) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and the Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that the Executive has made such reports or disclosures; (c) disclosing a trade secret (as defined by 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Employer that (i) is made (A1839) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to Employee’s attorney and (B) an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iid) is made disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. If Employee Further, if the Executive files a lawsuit for retaliation by Employer Company for reporting a suspected violation of law, Employee the Executive may disclose the trade secret secrets to Employee’s her attorney and use the trade secret information in the court proceeding, proceeding if Employee the Executive (i) files any document containing the trade secret under seal, seal and (ii) does not disclose the trade secret, secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Employee has with Employer shall prohibit or restrict Employee from making any voluntary nor the DTSA authorizes the disclosure of information that is legally required to be kept confidential. Making a complaint under the DTSA may not automatically shield the discloser from consequences of her own involvement in unlawful or documents to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to Employer. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any self-regulatory organizationimproper conduct.

Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), Employee the Chairman understands that the Chairman will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of Employer the Company that (i) is made (Ax) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Employeethe Chairman’s attorney and (By) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee The Chairman understands that if the Chairman files a lawsuit for retaliation by Employer the Company for reporting a suspected violation of law, Employee the Chairman may disclose the trade secret to Employeethe Chairman’s attorney and use the trade secret information in the court proceeding, proceeding if Employee the Chairman (iI) files any document containing the trade secret under seal, and (iiII) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Employee has or arrangement with Employer the Company or any of its Affiliates shall prohibit or restrict Employee the Chairman from making any voluntary disclosure of information or documents to any governmental agency or legislative body, or any self-regulatory organization, in each casethe Legal Department of the Company, without advance notice and/or pursuant to Employer. Nothing in this Agreement shall prohibit the whistleblower provisions of the Xxxx-Xxxxx Act or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any selfXxxxxxxx-regulatory organizationXxxxx Act.

Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee you acknowledge that you understand that you will not be held criminally or civilly liable under any Federal federal or State state trade secret law in the United States for the disclosure of a trade secret of Employer the Company Group that (i) is made (A) in confidence to a Federalfederal, Statestate, or local government official, either directly or indirectly, or to Employee’s your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files You further acknowledge that you understand that if you file a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee you may disclose the trade secret to Employee’s your attorney and use the trade secret information in the court proceeding, proceeding if Employee you (ix) files file any document containing the trade secret under seal, and (iiy) does do not disclose the trade secret, except pursuant to court order. Nothing in this Agreement Agreement, or any other agreement with or policy of the Company Group, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Employee has that you have with Employer the Company Group shall prohibit or restrict Employee you from making any voluntary disclosure of information or documents to concerning possible violations of law to, or seek a whistleblower award from, any governmental agency or legislative body, or any self-regulatory organization, in each case, and you may do so without advance notice to Employer. Nothing in this Agreement shall prohibit or restrict Employee from (i) making any disclosure of information required by law or (ii) providing information to, testifying or otherwise assisting in any investigation or proceeding brought by any Federal or State regulatory or law enforcement agency or legislative body, or any self-regulatory organizationnotifying the Company Group.