Common use of Protected Disclosures Clause in Contracts

Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 13 contracts

Samples: Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.)

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Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agencywill preclude, prohibit or to file a charge or complaint with restrict Employee from (a) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); or (b) participating or cooperating in any investigation conducted by any governmental agency or commission (a “Government Agency”)authority. In addition, nothing contained Nothing in this Separation Agreement and Release limits Agreement, or any other agreement between the Executive’s ability to communicate with any Government Agency parties, prohibits or otherwise participate is intended in any investigation manner to prohibit, Employee from (a) reporting a possible violation of federal or proceeding that may be conducted by other applicable law or regulation to any Government Agencygovernmental agency or entity, including but not limited to the ExecutiveDepartment of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (b) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Employee’s ability right to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. Employee does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Exchange CommissionEmployee is not required to notify the Company that Employee has made such reports or disclosures. In addition, for Nothing in this Agreement or any other agreement or policy of the avoidance of doubt, pursuant Company is intended to interfere with or restrain the federal Defend Trade Secrets Act of 2016, the Executive shall immunity provided under 18 U.S.C. §1833(b). Employee cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that is made (a) is made (i) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made filed under seal; or (c) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.

Appears in 5 contracts

Samples: Executive Employment Agreement (Caesars Entertainment, Inc.), Executive Employment Agreement (Caesars Entertainment, Inc.), Executive Employment Agreement (Caesars Entertainment, Inc.)

Protected Disclosures. Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to Executive or the extent necessary to file for unemployment assistance with an applicable state agencyCompany Group from (i) communicating with, or to file a charge or complaint with any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) if applicable, filing a “Government Agency”)charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. In addition, nothing contained Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive or the Company Group from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company Group, and Exchange Commission. In additionthe Company Group does not need the prior authorization of the Executive, for the avoidance of doubtto make any such reports or disclosures, pursuant to the federal Defend Trade Secrets Act of 2016, and neither the Executive shall nor the Company Group is required to notify the other party that such party has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company Group is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (iI) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) 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 filed under seal; or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 19 shall be deemed to be amended to reflect the same.

Appears in 3 contracts

Samples: Employment Agreement (SEACOR Marine Holdings Inc.), Employment Agreement (SEACOR Marine Holdings Inc.), Employment Agreement (SEACOR Marine Holdings Inc.)

Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (other governmental or regulatory entity concerning any act or omission that Employee reasonably believes constitutes a “Government Agency”)possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, nothing contained in Employee further understands that this Separation Agreement and Release limits the Executivedoes not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencygovernmental agency or other governmental or regulatory entity, including the Executive’s ability to provide providing documents or other information, without notice to the Company. Further, nor does anything contained nothing in this Separation Agreement and Release apply prevents Employee from: (a) filing an action in court alleging that his release of claims under the ADEA was not knowing or voluntary; (b) filing an action in court for ADEA claims that may arise after the date this Agreement is signed by Employee; (c) exercising Employee’s right under Section 7 of the National Labor Relations Act to truthful testimony engage in litigationjoint activity with other employees; or (d) disclosing information in response to legal process. If the With respect to any such charges or complaints that Executive files any charge or complaint may bring with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalfgovernmental agencies, Executive waives any right to monetary individualized relief should any governmental agency or other individualized relief third party pursue any claims on Executive’s behalf (either individually individually, or as part of any collective or class action); , provided that nothing in this Separation Agreement and Release limits any right the Executive may have be entitled to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 3 contracts

Samples: Employment Agreement (Ansys Inc), Employment Agreement (Ansys Inc), Transition Agreement (Ansys Inc)

Protected Disclosures. Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to Executive or the extent necessary to file for unemployment assistance with an applicable state agencyCompany Group from (i) communicating with, or to file a charge or complaint with any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) if applicable, filing a “Government Agency”)charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. In addition, nothing contained Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive or the Company Group from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company Group, and Exchange Commission. In additionthe Company Group does not need the prior authorization of the Executive, for the avoidance of doubtto make any such reports or disclosures, pursuant to the federal Defend Trade Secrets Act of 2016, and neither the Executive shall nor the Company Group is required to notify the other party that such party has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company Group is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (iI) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) 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 filed under seal; or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 5(e) shall be deemed to be amended to reflect the same.

Appears in 1 contract

Samples: Separation and Consulting Agreement (SEACOR Marine Holdings Inc.)

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Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the ExecutiveEmployee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the ExecutiveEmployee’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive Employee files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the ExecutiveEmployee’s behalf, or if any other third party pursues any claim on the ExecutiveEmployee’s behalf, Executive Employee waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive Employee may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive Employee shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 1 contract

Samples: Executive Employment Agreement (Allovir, Inc.)

Protected Disclosures. Nothing contained in this Separation Agreement and Release limits the Executive’s ability to disclose information to the extent necessary to file for unemployment assistance with an applicable state agency, or to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Separation Agreement and Release limits the Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other information, without notice to the Company, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, the Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. Nothing in this Agreement prevents any person from discussing or disclosing information about unlawful acts in the workplace such as harassment or discrimination or any other conduct that such person believes to be unlawful. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release or the Continuing Obligations for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Appears in 1 contract

Samples: Transitional Services and Advisory Agreement (Cerence Inc.)

Protected Disclosures. Nothing contained in this Separation Agreement and Release limits will preclude, prohibit or restrict the Executive’s ability to disclose information to Executive or the extent necessary to file for unemployment assistance with an applicable state agencyCompany Group from (i) communicating with, or to file a charge or complaint with any federal, state or local administrative or regulatory agency or authority, including, but not limited to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or commission authority; or (iii) if applicable, filing a “Government Agency”)charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. In addition, nothing contained Nothing in this Separation Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive or the Company Group from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement and Release limits does not limit the Executive’s ability right to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including the Executive’s ability to provide documents or other informationreceive an award (including, without notice to the Companylimitation, nor does anything contained in this Separation Agreement and Release apply to truthful testimony in litigation. If the Executive files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any other third party pursues any claim on the Executive’s behalf, Executive waives any right to a monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Separation Agreement and Release limits any right the Executive may have to receive a whistleblower award or bounty reward) for information provided to the Securities SEC. The Executive does not need the prior authorization of anyone at the Company Group, and Exchange Commission. In additionthe Company Group does not need the prior authorization of the Executive, for the avoidance of doubtto make any such reports or disclosures, pursuant to the federal Defend Trade Secrets Act of 2016, and neither the Executive shall nor the Company Group is required to notify the other party that such party has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company Group is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law or under this Separation Agreement and Release for the disclosure of a trade secret that (a) is made (iI) (A) in confidence to a federal, state, state or local government officialofficials, either directly or indirectly, or to an attorney; , and (iiB) 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 filed under seal.; or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable

Appears in 1 contract

Samples: Employment Agreement (SEACOR Marine Holdings Inc.)

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