Common use of No Interference with Rights Clause in Contracts

No Interference with Rights. A. Nothing in this Agreement including but not limited to the release of claims, acknowledgements, confidentiality, non-disparagement, confidential information, attorneys’ fees, and cooperation provisions, prevent Employee from communicating and cooperating in good faith with the EEOC, National Labor Relations Board, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) exercising rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement Employee is waiving rights to individual relief (including any money damages, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except where such a waiver of individual relief is prohibited. Additionally, Employee 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 (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.

Appears in 1 contract

Samples: Separation Agreement And (MGM Resorts International)

AutoNDA by SimpleDocs

No Interference with Rights. A. Nothing You understand, agree and acknowledge that nothing in this Agreement including but not limited to Agreement, including, without limitation, Paragraphs 6 (Confidentiality and Non-Disparagement), 7 (Return of Company Documents and Other Property), 8 (Release of Claims), 9 (Cooperation) and/or 10 (Waiver of Rights and Claims Under the release Age Discrimination in Employment Act of claims1967) prohibits or bars you from reporting possible violations of any law or regulation, acknowledgementsproviding truthful testimony in any legal proceeding, confidentialityor from cooperating with, non-disparagementmaking truthful disclosures to, confidential informationproviding documents or other information to, attorneys’ feesor filing a charge with any governmental authority (including, and cooperation provisionswithout limitation, prevent Employee from communicating and cooperating in good faith with the EEOC, National Labor Relations BoardUnited States Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for and the purpose of (i) reporting a possible violation of any U.S. federal, stateNational Labor Relations Board), or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) from exercising your rights under Section 7 of the NLRA National Labor Relations Act to engage in protected, concerted activity with other employees. This may include disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (DTSA). You understand, although by signing this Agreement Employee is waiving rights to agree and acknowledge that under the DTSA, (1) no individual relief (including any money damages, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except where such a waiver of individual relief is prohibited. Additionally, Employee shall not will be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that (as defined in the Economic Espionage Act) that: (A) is made (a) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney, ; and made solely for the purpose of reporting or investigating a suspected violation of law, or (bB) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealseal so that it is not made public; or and (c2) in court proceedings if Employee files an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of lawthe law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, or to Employee’s attorney in such lawsuit, provided that Employee must file if the individual files any document containing the trade secret under seal, and Employee may does not disclose the trade secret, except pursuant to as permitted by court order. Notwithstanding the foregoing, under no circumstance will Employee with respect to any claim that cannot be authorized released by private agreement and/or with respect to make any disclosures charge filed with any governmental authority, you agree to release and waive your right (if any) to any individual monetary damages or other individual recovery (including, without limitation, attorneys’ fees) as to which the Company such claims, including any claims brought on your behalf, either individually or as part of a collective action, by any governmental agency or other third party, except where such a waiver of individual relief is prohibited by law, and except for any right you may assert protections have to receive a payment directly from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of a government agency (and not the Company’s General Counsel or another authorized officer designated by ) for information provided to the government agency. If the terms of this Agreement are acceptable to you, please sign, date and return it to me no later than twenty-one (21) days after receiving it. You may revoke this Agreement at any time during the seven-day period immediately following the date of your signing. If you do not revoke it, then, at the expiration of that seven-day period, this letter will take effect as a legally-binding agreement between you and the Company., subject to the conditions set forth above. The enclosed copy of this letter, which you should also sign and date, is for your records. Sincerely, AGENUS INC. By: /s/ Xxxx X. Armen___________ Xxxx Xxxxx Chief Executive Officer I REPRESENT THAT I HAVE READ THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THE SAME. IN ENTERING INTO THIS AGREEMENT, I DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITS REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS DOCUMENT. ACCEPTED AND AGREED: Printed Name: Xxxx-Xxxxx Cuillerot________ Signature: /s/ Xxxx-Xxxxx Cuillerot_________ Date: December 27, 2017________________

Appears in 1 contract

Samples: Letter Agreement (Agenus Inc)

No Interference with Rights. A. Nothing in this Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Executive signs this Agreement, or (iii) which cannot be released by private agreement. In addition, nothing in this Agreement, including but not limited to the release of claims, acknowledgementsproprietary information, confidentiality, cooperation, and non-disparagementdisparagement provisions: (a) waives Executive’s right to testify in an administrative, confidential informationlegislative, attorneys’ feesor judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, and cooperation provisionsor on the part of the agents or employees of the Company, prevent Employee when Executive has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from communicating and cooperating an administrative agency or the legislature; (b) prevents Executive from discussing or disclosing information about unlawful acts in good faith with the EEOCworkplace, National Labor Relations Board, the Securities and Exchange Commission, such as harassment or discrimination or any other self-regulatory organization or any other federal, state or local agency conduct that Executive has reason to believe is unlawful; (each a “Government Agency”c) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) prevents Executive from filing a charge or complaint with a Government Agencywith, (iii) providing information or documents to, and/or from participating in an investigation or proceeding conducted by a Government Agencythe Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (ivNLRB), the Securities and Exchange Commission (SEC), or any other any federal, state or local agency charged with the enforcement of any laws, or (d) prevents Executive from exercising rights under Section 7 of the NLRA National Labor Relations Act (NLRA) to engage in protected, concerted joint activity with other employees, although provided that by signing this Agreement Employee Executive is waiving rights the right to individual relief (including any money damages, reinstatement based on claims asserted in such a charge or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf asserted by any third partythird-party on Executive’s behalf, except where such a waiver of individual relief is prohibited. Additionally, Employee shall prohibited and except for any right Executive may have to receive a payment from a government agency (and not be held criminally or civilly liable under any federal or state trade secret law the Company) for the disclosure of a trade secret that is made (a) in confidence information provided to a federal, state, or local government official, or agency. Executive and the Company do not intend to an attorney, solely for the purpose of reporting or investigating release claims that Executive may not release as a suspected violation matter of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made including but not limited to claims for indemnity under seal; or (c) in court proceedings if Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to Employee’s attorney in such lawsuit, provided that Employee must file any document containing the trade secret under seal, and Employee may not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoingCalifornia Labor Code Section 2802, under no circumstance will Employee be authorized to make the indemnification agreement between Executive and the Company, indemnification under any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent organizational document of the Company’s General Counsel , directors’ and officers’ insurance coverage, although Executive represents that Executive she is not currently aware of any such claim, or another authorized officer designated by the Companyany claims for enforcement of this Agreement.

Appears in 1 contract

Samples: Separation and Transition Services Agreement (Workday, Inc.)

AutoNDA by SimpleDocs

No Interference with Rights. A. Nothing You understand, agree and acknowledge that nothing in this Agreement including but not limited to Agreement, including, without limitation, the release sections labeled, Confidentiality of claimsthis Agreement, acknowledgementsNon-Disparagement, confidentialityCompany Documents, non-disparagementGeneral Release of Claims, confidential information, attorneys’ feesNo Pending Claims, and cooperation provisionsCooperation, prevent Employee prohibits or bars you from communicating and reporting possible violations of any law or regulation, providing truthful testimony in any legal proceeding, or from cooperating in good faith with, making truthful disclosures to, providing documents or other information to, or filing a charge with any governmental authority (including, without limitation, the EEOC, National Labor Relations BoardUnited States Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any other self-regulatory organization or any other federal, state or local agency (each a “Government Agency”) for and the purpose of (i) reporting a possible violation of any U.S. federal, stateNational Labor Relations Board), or local law or regulation, (ii) filing a charge or complaint with a Government Agency, (iii) participating in an investigation or proceeding conducted by a Government Agency, (iv) from exercising your rights under Section 7 of the NLRA National Labor Relations Act to engage in protected, concerted activity with other employees. This may include disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (“DTSA”). You understand, although by signing this Agreement Employee is waiving rights to agree and acknowledge that under the DTSA, (a) no individual relief (including any money damages, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except where such a waiver of individual relief is prohibited. Additionally, Employee shall not will be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that (as defined in the Economic Espionage Act) that: (i) is made (a) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney, ; and made solely for the purpose of reporting or investigating a suspected violation of law, or (bii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealseal so that it is not made public; or and (cb) in court proceedings if Employee files an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of lawthe law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, or to Employee’s attorney in such lawsuit, provided that Employee must file if the individual files any document containing the trade secret under seal, and Employee may does not disclose the trade secret, except pursuant to as permitted by court order. Notwithstanding the foregoing, under no circumstance will Employee with respect to any claim that cannot be authorized released by private agreement and/or with respect to make any disclosures charge filed with any governmental authority, you agree to release and waive your right (if any) to any individual monetary damages or other individual recovery (including, without limitation, attorneys’ fees) as to such claims, including any claims brought on your behalf, either individually or as part of a collective action, by any governmental agency or other third party, except where such a waiver of individual relief is prohibited by law, and except for any right you may have to receive a payment directly from a government agency (and not the Company) for information provided to the government agency. If this letter correctly states the understanding and agreement we have reached, please indicate your acceptance by countersigning the enclosed copy within twenty-one (21) days after you have received it. If you do not return an executed copy of this Agreement within that time frame, this severance offer will expire. We thank you for your service and wish you well. Very truly yours, bluebird bio, Inc. By: /s/ Xxxxxx Xxxxxx Title: Chief People Officer PLEASE REVIEW CAREFULLY THIS AGREEMENT HAS A RELEASE OF CERTAIN LEGAL RIGHTS YOU MAY HAVE. YOU SHOULD CONSULT WITH AN ATTORNEY REGARDING THE RELEASE AND OTHER ASPECTS OF THIS AGREEMENT BEFORE SIGNING IT. YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU ARE EXPRESSLY WAIVING ANY AND ALL RIGHTS TO A TRIAL OR HEARING BEFORE A JURY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED THEREBY, AND/OR THE EMPLOYMENT RELATIONSHIP. YOUR EMPLOYMENT BY THE COMPANY HAS TERMINATED. SUCH TERMINATION WILL NOT BE AFFECTED BY YOUR ACCEPTANCE OR FAILURE TO ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT IT, YOU WILL NOT RECEIVE THE PAYMENTS AND BENEFITS IN SECTION 2. YOU REPRESENT THAT YOU HAVE READ THE FOREGOING AGREEMENT, FULLY UNDERSTAND ITS TERMS AND CONDITIONS, AND VOLUNTARILY ARE EXECUTING IT. IN ENTERING INTO THIS AGREEMENT, YOU DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE RELEASED PARTIES WITH THE EXCEPTION OF THE CONSIDERATION IN THIS DOCUMENT. ACCEPTED: /s/ Xxxxx X. Xxxx Date: September 12, 2022 Xxxxx X. Xxxx IF YOU DO NOT WISH TO USE THE 21-DAY PERIOD, PLEASE CAREFULLY REVIEW AND SIGN THIS DOCUMENT I, Xxxxx X. Xxxx, acknowledge that I was informed and understand that I have twenty-one (21) days within which to consider the Company may assert protections from disclosure under the attorney-client privilege or the attached Agreement, have been advised of my right to consult with an attorney work product doctrine, without prior written consent regarding such Agreement and have considered carefully every provision of the Company’s General Counsel or another authorized officer designated by Agreement, and that after having engaged in those actions, I prefer to and have requested that I enter into the Company.Agreement prior to the expiration of the twenty-one (21) day period. Dated: September 12, 2022 /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Dated:

Appears in 1 contract

Samples: Bluebird Bio, Inc.

Time is Money Join Law Insider Premium to draft better contracts faster.