Common use of Protected Activities Clause in Contracts

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-

Protected Activities. Nothing This Agreement shall not be construed or applied in this Agreement (a manner that limits or any policy, procedure, interferes with Employee’s right to discuss or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful disclose information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or about unlawful acts in the workplace, and doing so in each instance such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without prior notice to or authorization from of the Company; , (iii) making statements to communicate and cooperate in good faith with any self-regulatory organization or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental officialU.S. federal, directly or indirectlystate, or to an attorneylocal governmental or law enforcement branch, if the disclosure is made solely agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (A) reporting or investigating a suspected possible violation of any U.S. federal, state, or local law or regulation, (B) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (C) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law, or (ii) to engage counsel to pursue enforcement and/or interpretation of this Agreement. AccordinglyPursuant to the Defend Trade Secrets Act of 2016, Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. If Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, he Employee may disclose the trade secret(s) of secret to the Company or the Company Group to his Employee’s attorney and use the trade secret information in the court proceeding, if he (i) Employee files any document containing the trade secret under seal; seal and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Employee be authorized to disclose any Confidential and Proprietary Information 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 other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Employee’s right to disclose information regarding Employee’s compensation and notwithstanding any other provision benefits to Employee’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Employee will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee Executive from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making providing truthful statements under oathinformation to, or otherwise testifying or participating in any investigation, hearing, or other proceeding cooperating with an investigation being conducted by or before, any federal or state law enforcement, governmental, or regulatory a governmental agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Laboranother other fair employment practices agency, the National Labor Relations Board, or another federal or state law enforcement, regulatorythe Department of Labor, or fair employment practices agencythe SEC), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute engaging in compliance with the Speak Out Actother legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee Executive understands that he or she shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. Employee Executive likewise understands that, in the event he or she files a lawsuit for retaliation by the Company or the Employer for reporting a suspected violation of law, he or she may disclose the trade secret(s) of the Company or the Company Group Employer to his attorney and use the trade secret information in the court proceeding, if he or she (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, policies or agreements of the Company Company, the Employer, or the Company Group their Affiliates applicable to Employee Executive (i) impedes his or her right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company Company, the Employer, or the Company Group their Affiliates or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing contained in this Agreement (Agreement, any other agreement with the Company, or any policyCompany policy limits your ability, procedurewith or without notice to the Company, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from : (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing file a charge or complaint withwith any federal, cooperating with, making truthful statements under oath, state or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory local governmental agency or body commission (such as the U.S. Department of Justice, the Securities and Exchange Commission (a “SECGovernment Agency”), the Occupational Safety & Health Administrationincluding without limitation, the Equal Employment Opportunity Commission, the U.S. Department National Labor Relations Board or the Securities and Exchange Commission; (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) exercise any rights under Section 7 of Labor, the National Labor Relations BoardAct, which are available to non-supervisory employees, including assisting co-workers with or another federal discussing any employment issue as part of engaging in concerted activities for the purpose of mutual aid or state law enforcement, regulatory, protection; (iv) discuss or fair employment practices agency), regarding possible or alleged violations of law or disclose information about unlawful acts in the workplace, and doing so in each instance without prior notice such as harassment or discrimination or any other conduct that you have reason to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal processbelieve is unlawful; or (v) disclosing testify truthfully in a trade secret in confidence legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to a governmental officialthe attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). In addition, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose avoidance of reporting or investigating a suspected violation doubt, pursuant to the federal Defend Trade Secrets Act of law. Accordingly2016, Employee understands that he you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Restrictive Covenants Agreement for the disclosure of a trade secret that (ia) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Groupits Affiliates) is intended to, or does, prohibit Employee Executive from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee Executive understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. Employee Executive likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group its Affiliates applicable to Employee Executive (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group its Affiliates or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing in You acknowledge that neither this Agreement (nor any other agreement or any policy, procedure, or agreements policy of or with the Company or its affiliates shall be construed or applied in a manner which limits or interferes with your right, without notice to or authorization of the Company Group) is intended to, or does, prohibit Employee from to communicate and cooperate in good faith with a government agency for the purpose of (i) contactingreporting a possible violation of any U.S. federal, reporting tostate, communicating withor local law or regulation, responding truthfully to an inquiry from(ii) participating in any investigation or proceeding that may be conducted or managed by any government agency, including by providing truthful information todocuments or other information, (iii) filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory with a government agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required engage in any activities protected by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental officialthe NLRA. Additionally, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee understands that he you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or , (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, ; or (c) in the event he files court proceedings if you file a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his your attorney and use the trade secret information in the court proceedingsuch lawsuit, if he (i) files provided that you must file any document containing the trade secret under seal; , and (ii) does you may not disclose the trade secret, except pursuant to court order. In Notwithstanding the foregoing, in accordance with applicable lawthe standards set forth in 17 C.F.R. § 240.21F-4(b)(4), and notwithstanding you shall not be authorized to make any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of disclosures as to which the Company and/or its affiliates may reasonably assert protections from disclosure under the attorney-client privilege or the Company Group attorney work product doctrine, without prior written consent of an authorized officer designated by the Company, provided, however, that you may, without authorization from the Company, disclose information to a government agency to the extent permitted under 17 C.F.R. § 205.3(d)(2), applicable to Employee (i) impedes his right to communicate with the SEC state attorney conduct rules, or any other governmental agency about possible violations law or regulation permitting disclosure of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such otherwise privileged communications. 12. Non-.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit the Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making providing truthful statements under oathinformation to, or otherwise testifying or participating in any investigation, hearing, or other proceeding cooperating with an investigation being conducted by or before, any federal or state law enforcement, governmental, or regulatory a governmental agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Laboranother other fair employment practices agency, the National Labor Relations Board, or another federal or state law enforcement, regulatorythe Department of Labor, or fair employment practices agencythe Securities and Exchange Commission (the “SEC”), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company); (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute engaging in compliance with the Speak Out Actother legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. The Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company or the Parent for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group Parent to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, policies or agreements of the Company Company, the Parent, or the Company Group their affiliates applicable to the Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-the