Common use of Protected Conduct Clause in Contracts

Protected Conduct. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, Occupational Safety and Health Administration, or any other federal, state, or local governmental regulatory or law enforcement agency (“Government Agencies”); limits or affects Executive’s right to disclose or discuss an event Executive believes is a violation of law, discrimination, harassment (including but not limited to sexual harassment or sexual assault) or retaliation; prohibits Executive from sharing any such information with Executive’s personal legal counsel; or prohibits Executive from providing truthful testimony in a legal, administrative, or arbitral proceeding. Executive further understands that nothing in this Agreement limits Executive’s ability to communicate with any Government Agencies or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to or approval from the Company. This Agreement also does not limit Executive’s right to receive an award for information provided to any Government Agencies. Executive is hereby provided notice that pursuant to the 2016 Defend Trade Secrets Act (DTSA): (a) no individual (consultant, contractor or employee) will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made 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 so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

Protected Conduct. Executive understands that Employee may respond to a lawful and valid subpoena or other legal process but shall (a) give the Company the earliest possible notice of such subpoena or other legal process, (b) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (c) assist such counsel in resisting or otherwise responding to such subpoena or process. Further, nothing contained in this Agreement limits Executive’s ability to file a charge herein shall prevent Employee from (x) communicating directly with, cooperating with, or complaint with providing information to, or receiving financial awards from, any federal, state or local government agency, including without limitation the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, or the U.S. Department National Labor Relations Board, without notifying or seeking permission from the Company, (y) exercising any rights Employee may have under Section 7 of Laborthe U.S. National Labor Relations Act, Securities Exchange Commissionsuch as the right to engage in concerted activity, Occupational Safety and Health Administrationincluding collective action or discussion concerning wages or working conditions, or (z) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other federalconduct that Employee has reason to believe is unlawful. In addition, stateEmployee acknowledges that, or local governmental regulatory or law enforcement agency (“Government Agencies”); limits or affects Executive’s right to disclose or discuss an event Executive believes is a violation of law, discrimination, harassment (including but not limited to sexual harassment or sexual assault) or retaliation; prohibits Executive from sharing any such information with Executive’s personal legal counsel; or prohibits Executive from providing truthful testimony in a legal, administrative, or arbitral proceeding. Executive further understands that nothing in this Agreement limits Executive’s ability to communicate with any Government Agencies or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to or approval from the Company. This Agreement also does not limit Executive’s right to receive an award for information provided to any Government Agencies. Executive is hereby provided notice that pursuant to the 2016 Defend Trade Secrets Act (DTSA): (a) no 18 U.S.C. § 1833(b), an individual (consultant, contractor or employee) will may not be held criminally or civilly liable under any criminal or civil federal or state trade secret law for the disclosure of a trade secret that: (i) that is made in confidence to a federal, state, 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; 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 so that it is not made public; and (b) seal. Additionally, an individual who pursues a lawsuit for retaliation by suing an employer for retaliation based on the reporting of a suspected violation of the law may disclose the a trade secret to the his or her attorney of the individual and use the trade secret information in the court proceeding, if the individual files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except as permitted by pursuant to court order.

Protected Conduct. Executive understands that nothing contained Nothing in this Agreement limits Executiveprohibits Employee from (i) opposing an event or conduct that Employee reasonably believes is a violation of law, including criminal conduct, discrimination, harassment, retaliation, a safety or health violation, or other unlawful employment practices (whether in the workplace or at a work-related event); (ii) reporting such an event or conduct to Employee’s ability to file a charge attorney, law enforcement, or complaint with the Equal Employment Opportunity Commission, U.S. relevant government agency (such as the Department of Labor, Securities Exchange Equal Employment Opportunity Commission, Occupational Safety and Health Administration, National Labor Relations Board, Securities and Exchange Commission, or any other federalapplicable state or local agency on human rights); (iii) disclosing sexual assault, statesexual harassment, or local governmental regulatory other sexual misconduct (in the workplace, at work-related events, between employees, between an employer and an employee, or law enforcement agency (“Government Agencies”otherwise); limits or affects Executive’s right to disclose (iv) making any truthful statements or discuss an event Executive believes is a violation of law, discrimination, harassment (including but not limited to sexual harassment or sexual assault) or retaliation; prohibits Executive from sharing any such information with Executive’s personal legal counsel; or prohibits Executive from providing truthful testimony in a legal, administrative, or arbitral proceeding. Executive further understands that nothing in this Agreement limits Executive’s ability to communicate with any Government Agencies disclosures required by law or otherwise participate cooperating in or fully cooperate with any an investigation or proceeding that may be conducted by any Government Agencygovernment agency (collectively, including providing documents or other information“Protected Conduct”). Furthermore, without nothing requires notice to or approval from the CompanyCompany before engaging in such Protected Conduct. This Nothing in this Agreement also does not limit Executive’s right shall prohibit any non-managerial, non-supervisory employees from engaging in protected concerted activity under Section 7 of the NLRA or similar state law such as joining, assisting, or forming a union, bargaining, lawful picketing or striking, or participating in other activity for mutual aid or protection, or refusing to receive an award for do so. Such protected activity includes using or disclosing information provided to any Government Agencies. Executive is hereby provided notice that pursuant acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, except where the information was entrusted to the 2016 Defend Trade Secrets Act (DTSA): (a) no individual (consultant, contractor or employee) will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (i) is made employee in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for by 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 so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation Company as part of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.employee’s job duties. [COMPANY REPRESENTATIVE NAME] [EMPLOYEE NAME] DATE Additional Sheets Attached [EMPLOYEE NAME] DATE

Protected Conduct. Executive understands that nothing contained Nothing in this Agreement limits Executive’s ability prohibits me from opposing or reporting to file a charge or complaint with the Equal Employment Opportunity Commissionrelevant law-enforcement agency (such as the Securities and Exchange Commission (SEC), U.S. Department of Labor, Securities Exchange Commission, or Occupational Safety and Health Administration, or any other federal, state, or local governmental regulatory or law enforcement agency (“Government Agencies”); limits or affects Executive’s right to disclose or discuss Commission) an event Executive believes that I reasonably and in good faith believe is a violation of law, discriminationobligates me to inform the Company before or after making such a report, harassment (including but not limited prohibits me from cooperating in an investigation conducted by such a government agency, limits or affects my right to disclose or discuss sexual harassment or sexual assault) or retaliation; prohibits Executive from sharing any such information with Executive’s personal legal counsel; assault disputes, or prohibits Executive me from providing truthful testimony in a legallegal proceeding. Nothing in this Agreement or in any other Company agreement, administrativepolicy, directive, or arbitral proceedingrepresentation prohibits or impedes me, or any employee or former employee of the Company, from communicating directly with the SEC under the protection of SEC Rule 21F-17. Executive further understands that If I have initiated communication with the SEC relating to a possible securities law or rule violation, nothing in this Agreement limits Executive’s prohibits or impedes my ability to continue to communicate directly with any Government Agencies the SEC or otherwise participate in requires me to first seek consent, written or fully cooperate with any investigation or proceeding that may be conducted by any Government Agencyoral, including providing documents or other information, without notice to or approval from the CompanyCompany before doing so. This Further, nothing in this Agreement also does not limit Executive’s right prohibits or impedes me from testifying in any SEC proceeding or, if eligible under applicable law, interferes with my right, if any, to receive an award from the government for information provided to any Government Agenciesthe SEC. Executive is hereby provided I acknowledge notice that pursuant to under the 2016 Defend Trade Secrets Act (DTSA): (a) no individual (consultant, contractor or employee) will may be held criminally or civilly liable under federal Federal or state State trade secret law for the disclosure of a trade secret that: disclosure that complies with 18 USC §1833(b); such as a disclosure (ia) is made 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 or, (iib) is made in a complaint or other document filed in a lawsuit or other adjudicatory legal proceeding, if such filing is made under seal so that it is not made public; and (b) seal. Also, under this law an individual who pursues pursuing a lawsuit legal claim for retaliation by an employer for reporting a suspected violation of the law may disclose the a trade secret to his/her attorney and use it in documents filed in the attorney adjudicatory proceeding under seal provided he/she does not engage in disclosure except pursuant to order of the individual adjudicator. Nothing in this Agreement prohibits me from using information acquired through lawful means regarding the wages, benefits, or other terms and use conditions of employment of individuals employed by the trade secret Company for any purpose protected under the National Labor Relations Act (such as the right of employees to self-organization, to form, join, or assist labor organizations, or to engage in other concerted activities for their mutual aid or protection), unless the information is entrusted to me in the court proceedingconfidence by Company as part of my job duties or I am employed in a supervisor or management level position. The forgoing is collectively referred to as “Protected Conduct.” This Protected Conduct provision shall not be construed to protect, if the individual files any document containing the trade secret under sealinvite, permit, or limit liability for illegal activity such as breaking and does not disclose the trade secretentering, except as permitted by court orderillegal computer access (hacking) or theft of Company property.

Protected Conduct. Executive understands that nothing contained Notwithstanding anything in this Agreement limits Executive’s ability to file a charge the contrary, nothing herein shall restrict or complaint prohibit Restricted Person from disclosing any information (i) that Restricted Person is required to disclose pursuant to any Law or Order, (ii) to its financial advisors, accountants, attorneys and other professional advisors who agree to hold confidential the Confidential Information in accordance with the Equal Employment Opportunity Commission, U.S. Department terms of Labor, Securities Exchange Commission, Occupational Safety and Health AdministrationSection 3 or who are otherwise bound by obligations of confidentiality in favor of Restricted Person, or any other federal, state(iii) to Buyer or its Subsidiaries and Affiliates, or local governmental regulatory or law enforcement agency in connection with the performance of Restricted Person’s employment with any of the foregoing; provided, however, in the case of any disclosure pursuant to the foregoing clauses (“Government Agencies”); limits or affects Executive’s right to disclose or discuss an event Executive believes is a violation of law, discrimination, harassment (including but not limited to sexual harassment or sexual assaulti) or retaliation; prohibits Executive from sharing (iii), Restricted Person agrees to provide Buyer with prompt written notice before such disclosure, sufficient to enable Buyer either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and Restricted Person shall reasonably cooperate with Buyer in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 5 or both. In the event that such protective order or other appropriate remedy is not obtained, Restricted Person shall furnish only that portion of such information with Executive’s personal that, in the opinion of legal counsel; or prohibits Executive from providing truthful testimony in a legal, administrativehas been legally required, or arbitral proceedingand shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed information. Executive further understands that Further, nothing in this Agreement limits Executive’s ability to communicate with any Government Agencies or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice shall prevent Restricted Person from reporting to or approval from communicating with a governmental authority. Restricted Person acknowledges receipt of the Company. This Agreement also does not limit Executive’s right to receive an award for information provided to any Government Agencies. Executive is hereby provided following notice that pursuant to of immunity rights set forth in the 2016 Defend Trade Secrets Act (DTSA): Act, which states: (a) no an individual (consultant, contractor or employee) will shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; attorney and made 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 so that it is not made public; seal, and (b) an individual who pursues files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal, ; and (ii) does not disclose the trade secret, except as permitted by pursuant to court order.

Protected Conduct. Executive understands that nothing contained The Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information. Nothing in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, Occupational Safety and Health Administration, or any other federal, state, or local governmental regulatory or law enforcement agency (“Government Agencies”); limits or affects Executive’s right to disclose or discuss prohibits Employee from reporting an event Executive that Employee reasonably and in good faith believes is a violation of law to the relevant federal, state, and/or local law-enforcement agency (including, discrimination, harassment (including but not limited limited, to sexual harassment the U.S. Equal Employment Opportunity Commission), requires notice to or sexual assault) or retaliation; prohibits Executive from sharing any such information with Executive’s personal legal counsel; approval before doing so, or prohibits Executive Employee from providing truthful testimony cooperating in an investigation conducted by such a legalgovernmental agency. Further, administrative, or arbitral proceeding. Executive further understands that nothing in this Agreement limits Executive’s ability to communicate with any Government Agencies prevents Employee from discussing or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any Government Agency, including providing documents disclosing sexual harassment or other informationsexual assault. Additionally, without notice to or approval nothing in this Agreement prohibits Employee from using information acquired through lawful means regarding the Company. This Agreement also does not limit Executive’s right to receive an award for information provided to any Government Agencies. Executive is hereby provided notice that pursuant to the 2016 Defend Trade Secrets Act (DTSA): (a) no individual (consultantwages, contractor or employee) will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, statebenefits, or local government officialother terms and conditions of employment of individuals employed by the Company for any purpose protected under the NLRA (such as the right of employees to self-organization, either directly to form, join, or indirectlyassist labor organizations, or to an attorney; and made solely engage in other concerted activities for their mutual aid or protection), unless the purpose information is entrusted to Employee in confidence by the Company as part of reporting Employee’s job duties or investigating a suspected violation of law; or (ii) Employee is made employed in a complaint supervisor or other document filed in a lawsuit or other proceedingmanagement level position. Additionally, 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 an employer for reporting a suspected violation Section 743 of the Consolidated and Further Continuing Appropriations Act, the U.S. Government is prohibited from using certain appropriated funds for a contract with any entity that requires employees or subcontractors to sign internal confidentiality agreements or statements that would prohibit or otherwise restrict such employees or subcontractors from lawfully reporting waste, fraud or abuse to a designated investigative or law may disclose the trade secret enforcement representative of a Federal department or agency authorized to the attorney receive such information. Accordingly, nothing in this Agreement – or in any other internal Company confidentiality agreements, statements, or policies – prohibits or otherwise restricts Employee from lawfully reporting any waste, fraud or abuse to a designated investigative or law enforcement representative of the individual and use the trade secret information a Federal department or agency authorized to receive such information. The provisions contained in the court proceedingthis Agreement that prohibit or restrict disclosing internal Confidential Information do not apply to communications by Employee lawfully seeking to report waste, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court orderfraud or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.