Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below. (b) Nothing in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable. (c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.
Appears in 2 contracts
Sources: Transition, Severance, and Release Agreement (Team Inc), Severance Agreement (Team Inc)
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt is intended to waive any right claims (a) for unemployment or claim which: is workers’ compensation benefits, if applicable, (b) for rights under ERISA-covered employee benefit plans that are vested on or before the date the Executive signs this Agreement, (c) that may arise after the Executive signs this Agreement, (d) for reimbursement of expenses under the Company’s expense reimbursement policies, or (e) which cannot waivable as a matter of lawbe released by private agreement. In addition, is provided under nothing in this Agreement including but not limited to the acknowledgments, release of claims, proprietary information, confidentiality, cooperation, and non-disparagement provisions, (w) precludes the Executive from testifying in an administrative, legislative, or arises after judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the signing Company, its agents, or employees, when the Executive has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature; (x) limits or affects the Executive’s right to challenge the validity of this Agreement and Reaffirmationunder the ADEA or the Older Workers Benefit Protection Act, involves any vested benefits pursuant to an ERISA employee benefits plan(y) prevents the Executive from communicating with, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability to file filing a charge or complaint with with; providing documents or information voluntarily or in response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, the Occupational Health and Safety Administration, law enforcement, or any other any federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate charged with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment enforcement of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from makinglaws, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence from responding to a federal, state, subpoena or local government official, discovery request in court litigation or to an attorney, solely for the purpose of reporting or investigating a suspected violation of lawarbitration, or (bz) disclosures limits the Executive from exercising rights, if any, under Section 7 of trade secrets made the NLRA or similar state law to engage in a complaint protected, concerted activity with other employees, although by signing this Agreement the Executive is waiving rights to individual relief (including backpay, frontpay, reinstatement or other document filed legal or equitable relief) in a any charge, complaint, or lawsuit or other proceeding, if such filing is made under seal proceeding brought by the Executive or per court order, or (c) disclosures of trade secrets on the Executive’s behalf by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secretsthird party, except pursuant for any right the Executive may have to court order, receive a payment or award from a government agency (dand not the Company) other actions protected as whistleblower activity under applicable law. Employee is not required for information provided to notify Team of these allowed reports the government agency or disclosuresotherwise where prohibited.
Appears in 2 contracts
Sources: Transition and Release Agreement (Medline Inc.), Transition and Release Agreement (Medline Inc.)
Protected Rights. Sections 9 and 10 of this Agreement, as well as the Sections addressing your confidentiality obligations, representations regarding pending or future lawsuits, non-disparagement, agreement to arbitrate, and any other limitation and/or waiver in this Agreement exclude: claims arising after you sign this Agreement; claims for breach of this Agreement; and claims that cannot be waived, such as for unemployment or worker’s’ compensation. Neither the release sections of this Agreement, nor anything else in this Agreement limits, or is intended to limit, your right or ability to: (i) ▇▇▇ to challenge this Agreement’s validity under the ADEA; (ii) file a complaint, charge, or claim of discrimination or other illegal conduct, with the National Labor Relations Board (NLRB), the Department of Labor (DOL), the Equal Employment Opportunity Commission (EEOC), or any similar federal, state or local fair employment practices agency, including law enforcement agencies; communicate directly with or provide information (including testimony) to an agency, self-regulatory authority, or state or federal regulatory authority, such as the Financial Industry Regulatory Authority (FINRA) or the U.S. Securities and Exchange Commission (SEC); or (iii) otherwise participate in an agency investigation or other administrative proceeding; or testify in any forum or proceeding as required by law. You may specifically testify regarding sexual harassment or criminal conduct, whether (a) Nothing in court pursuant to a lawfully issued subpoena or court order, or (b) before the state legislature at the legislature’s written request. If you reside or last worked for Airbnb in Illinois, nothing in this Agreement shall be construed as an attempt limits your rights to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries)make truthful disclosures regarding allegedly unlawful employment practices. To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability your rights to file a charge make truthful disclosures or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), to have truthful discussions regarding employment-related sexual harassment or any other federal, state or local governmental agency or commission (“Government Agencies”)assault. Employee further understands that this Agreement does not limit Employee’s ability You nonetheless give up all rights to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other individual relief personal to Employee relating to based on any event which occurred prior to Employee’s execution of this Agreement; howeveragency or judicial decision, excluded from this is any non-waivable recovery rights with including class or collective actions or other rulings. However, you may receive money properly awarded by the SEC as a reward for providing information to that agency. Nothing in this Agreement may be interpreted as a waiver of your vested Airbnb benefits or as otherwise applicable.
(c) Neither a waiver of your right to continue any benefit under the terms of a benefit plan so long as you remain an eligible participant in such benefit plan. Likewise, nothing in this Agreement nor is meant to waive any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee right that is not required subject to notify Team of these allowed reports waiver by private agreement, including any right that you may have under California Labor Code section 2802 to indemnification for expenses or disclosureslosses you incurred performing your Airbnb duties.
Appears in 2 contracts
Sources: Severance Agreement (Airbnb, Inc.), Severance Agreement (Airbnb, Inc.)
Protected Rights. (a) Nothing The parties understand that nothing in the General Release and Waiver of Claims and Covenant Not to Sue paragraphs above, or otherwise in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of lawAgreement, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s their ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental government agency or commission (“Government Agencies”), however, they waive any right to any individual monetary recovery in any such proceeding or lawsuit. Employee The parties further understands understand that this Agreement does not limit Employee’s their ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to you or the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will This Agreement does not be entitled limit the parties’ right to receive an award for information provided to any damages Government Agencies. The parties understand that nothing in the General Release and Waiver of Claims and Covenant Not to Sue paragraphs above, or payment otherwise in this Agreement, waives a party’s right to testify regarding criminal conduct or sexual harassment on the part of any money the other party to the Agreement. The parties understand that nothing in the General Release and Waiver of Claims and Covenant Not to Sue paragraphs above, or other relief personal otherwise in this Agreement, prevents the disclosure of factual information related to Employee relating a claim filed in a civil or administrative action regarding sexual harassment, harassment or discrimination based on sex, failure to prevent harassment or discrimination based on sex, retaliation for reporting harassment or discrimination based on sex, or sexual assault. The General Release and Waiver of Claims and Covenant Not to Sue paragraphs above, does not apply to any event which occurred prior to Employee’s execution of this Agreement; howeverclaim which, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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 matter of law, or (b) disclosures cannot be released by private agreement. If any provision of trade secrets made General Release and Waiver of Claims and Covenant Not to Sue paragraphs contained in a complaint or other document filed in a lawsuit or other proceedingthis Agreement is found to be unenforceable, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use it shall not affect the enforceability of the trade secret information in remaining provisions and all remaining provisions shall be enforceable to the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable fullest extent permitted by law. Employee is not required to notify Team of these allowed reports or disclosures.
Appears in 2 contracts
Sources: Separation Agreement (FaZe Holdings Inc.), Separation Agreement (FaZe Holdings Inc.)
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent a. You understand that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing nothing in this Agreement limits Employee’s your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, or any other federal, state state, or local governmental government agency or commission (each, a “Government AgenciesAgency”). Employee You further understands that understand this Agreement does not limit Employee’s your ability to communicate with any Government Agencies Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands This Agreement does not limit your right to receive an award for information provided to any Government Agency.
b. You understand that nothing in this Agreement: (i) applies to claims for unemployment or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment;(viii) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and recognizesconditions of employment; or (ix) prevents you from discussing or disclosing information about unlawful or criminal acts in the workplace, howeversuch as harassment or discrimination or any other conduct that you have reason to believe is unlawful or waives your right to testify in an administrative, that even if a report legislative, or disclosure is made judicial proceeding concerning alleged criminal conduct or a charge is filed by Employee alleged sexual harassment on the part of the Company, or on Employee’s the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. However, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf with by any third party, except for any right you may have to receive a governmental agencypayment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law.
c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, Employee this Agreement, and otherwise, you understand that as provided by the Federal Defend Trade Secrets Act, you will not be entitled to held criminally or civilly liable under any damages federal or payment state trade secret law for the disclosure of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresmade: (ai) disclosures of trade secrets made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (bii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal seal.
d. You understand that upon the Effective Date, this Agreement will be final and binding. You promise not to pursue any claim released by this Agreement. If approached by anyone for counsel or per court orderassistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or (c) disclosures of trade secrets by a plaintiff to his complaints against the Releasees, you shall do no more than simply say you cannot provide counsel or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court orderassistance. If you break this promise, or (d) otherwise breach your obligations under the Agreement, you agree to pay the Company’s costs and expenses, including reasonable attorneys’ fees, related to the defense of any claims covered by this Agreement or any Releasee’s efforts to enforce this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and the OWBPA, you may challenge the knowing and voluntary nature of this release before a court, the Equal Employment Opportunity Commission or any other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team Government Agency charged with the enforcement of these allowed reports or disclosuresany employment laws.
Appears in 2 contracts
Sources: Separation Agreement (Telesis Bio Inc.), Separation Agreement (Telesis Bio Inc.)
Protected Rights. (a) Nothing Executive understands that nothing contained in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Confidentiality Agreement limits EmployeeExecutive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Office of the Comptroller of the Currency, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee Executive further understands that this Confidentiality Agreement does not limit EmployeeExecutive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other Company confidential information, without notice to the Company. Employee understands This Confidentiality Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies
4. As a material inducement for the Company’s willingness to enter into the Confidentiality Agreement and recognizesoffer the substantial benefits memorialized herein to Executive, howeverand in order to protect the Company’s Confidential Information, which Executive acknowledges is a substantial asset of the Company, the Executive agrees that even if during Executive’s employment with the Company and/or a report Successor Employer and for a period of twelve (12) months after the Executive’s termination of employment (the “Restricted Period”), Executive will not, directly or disclosure is made or a charge is filed by Employee indirectly, on her own or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresentity: (a) disclosures of trade secrets made in confidence to a federal, stateinduce, or local government officialattempt to induce, any employee, executive, or independent contractor of the Company to an attorney, solely for cease such employment or relationship with the purpose of reporting or investigating a suspected violation of law, or Company; (b) disclosures of trade secrets made engage, employ, contract with, or participate in a complaint ownership with any person who was an employee, executive, or independent contractor for the Company within the six (6) months immediately prior to such engagement, employment, contract or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, business relationship on behalf of any Competing Business (defined below); or (c) disclosures solicit, divert, appropriate to or accept on behalf of trade secrets by a plaintiff to his any Competing Business, any business or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use account from any customer of the trade secret Company with whom Executive has interacted as part of his duties with the Company or about whom Executive has acquired confidential information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court ordercourse of his employment, or (d) other actions protected as whistleblower activity under applicable lawencourage or entice any such customer to cease its business or banking relationship with the Company. Employee is not required to notify Team of these allowed reports “Competing Business” means any bank or disclosuresthrift with an office or branch in any county where the Company has an office or branch.
Appears in 2 contracts
Sources: Executive Employment Agreement (Oceanfirst Financial Corp), Confidentiality Agreement (Oceanfirst Financial Corp)
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.. 4
(b) Nothing in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.
Appears in 1 contract
Sources: Severance Agreement
Protected Rights. (a) Nothing a. You understand that nothing in this Agreement shall be construed as an attempt to waive any right Company agreement, policy, or claim which: is not waivable as a matter of lawpractice, is provided under this Agreement or arises after the signing of including this Agreement and Reaffirmationthe exhibits attached hereto, involves any vested benefits pursuant limits or is intended to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s limit your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a lawfully- served subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity CommissionCommission (the “EEOC”), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, or any other federal, state state, or local governmental government agency or commission (each, a “Government AgenciesAgency”). Employee You further understands understand that nothing in any Company agreement, policy, or practice, including this Agreement does not Agreement, limits or is intended to limit Employee’s your ability to communicate with any Government Agencies Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands This Agreement does not limit your right to receive an award for information provided to any Government Agency.
b. You understand that nothing in this Agreement or any exhibits attached hereto: (i) applies to claims for, or prevents the disclosure of facts necessary to obtain, unemployment benefits, workers’ compensation benefits, Medicaid, or other public benefits to which you may be entitled; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; or (viii) prevents a non-supervisory or non-managerial employee from engaging in protected concerted activity under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law. Activity protected under Section 7 of the NLRA includes: (1) organizing a union to negotiate with their employer concerning their wages, hours, and recognizesother terms and conditions of employment; (2) forming, howeverjoining, that even if or assisting a report union, such as by sharing employee contact information; (3) talking about or disclosure is made soliciting for a union during non- work time, such as before or after work or during break times, or distributing union literature during non- work time, in non-work areas, such as parking lots or break rooms; (4) discussing wages and other working conditions with co-workers or a charge union; (5) taking action with one or more co-workers to improve working conditions by, among other means, raising work-related complaints directly with the employer or with a government agency, or seeking help from a union; (6) striking and picketing, depending on its purpose and means; (7) taking photographs or other recordings in the workplace, together with co-workers, to document or improve working conditions, except where an overriding employer interest is filed present; (8) wearing union hats, buttons, t-shirts, and pins in the workplace, except under special circumstances; and (9) choosing not to engage in any of these activities. You further agree that nothing in any Company agreement, policy, or practice, including this Agreement or any exhibits hereto, is intended to conflict with the foregoing protected rights. However,by Employee signing this Agreement, you are waivingyour right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on Employee’s your behalf with by any third party, except for any right you may have to receive a governmental agencypayment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law.
c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, Employee this Agreement, and otherwise, you understand that as providedby the Federal Defend Trade Secrets Act, you will not be entitled to held criminally or civilly liable under any damages federal or payment state trade secret law for the disclosure of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresmade: (ai) disclosures of trade secrets made in confidence to a federal, ,state, or local government officialgovernmentofficial, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a investigatinga suspected violation of law, ; or (bii) disclosures of trade secrets made in a complaint or complaintor other document filed documentfiled in a lawsuit or other proceeding, if such filing is made under seal or per court orderseal.
d. Notwithstanding the above, you understand that upon the Effective Date, this Agreement will be final and binding. You promise not to pursueany claim releasedby this Agreement. If you break this promise, or (c) disclosures otherwise breach your obligations under the Agreement, you agree to pay the Company’s costs and expenses, including reasonable attorneys’ fees, related to the defense of trade secrets any claims covered by this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and the OWBPA, you may challengethe knowing and voluntary nature of this release before a plaintiff to his court, the Equal Employment Opportunity Commission or her attorney in a lawsuit for retaliation for reporting a suspected violation any other Government Agency charged with the enforcement of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosuresemployment laws.
Appears in 1 contract
Protected Rights. (a) Nothing You understand that nothing in this Agreement shall be construed or any policy of the Company (including the Proprietary Information and Invention Assignment Agreement, the General Release and Waiver of Claims, the Covenant Not to Sue, and the Non-disparagement Obligation) is intended to or does prevent you from (i) discussing or disclosing information about unlawful acts in the workplace, such as an attempt to waive any right harassment or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee discrimination or any other person or entity pursue any claim on Employee’s behalf except as stated below.
conduct that you have reason to believe is unlawful; (bii) Nothing in this Agreement limits Employee’s ability to file contacting, filing a charge or complaint with, providing information to, or cooperating with any investigation or proceeding being conducted by, 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, the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, the Occupational Safety California Department of Fair Employment and Health AdministrationHousing, the Securities and Exchange Commission (“SEC”)California Labor Commissioner, or any other federalanother federal or state fair employment practices agency) regarding alleged violations of law or unlawful acts in the workplace, state and doing so in each case without prior authorization of or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution ; (iii) challenging the enforceability of this AgreementAgreement if permitted by law; however(iv) responding truthfully to inquiries by governmental or regulatory agencies or bodies; (v) giving truthful testimony or making statements under oath in response to valid legal process (such as a subpoena) in any legal or regulatory proceeding; or (vi) pursuant to 18 U.S.C. § 1833(b), excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under disclosing a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence to a federalgovernmental official, state, directly or local government officialindirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets if the disclosure is made in a complaint or other document filed under seal in a lawsuit or other proceeding, if such filing is made and a party cannot be held criminally or civilly liable under seal any federal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the state trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosureslaw for such a disclosure.
Appears in 1 contract
Protected Rights. Notwithstanding the above, by signing this agreement, Executive does not release and discharge: (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant right that the Executive may have under the terms of any profit-sharing, retirement, or similar employee welfare benefit plan administrated by the Company; (b) any claims that are not permitted to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits be waived or released under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim canincluding but not be waived as a matter of lawlimited to, it is understood that Employee reserves the right to file such claima charge with or participate in an investigation by the EEOC, but Employee expressly waives Employeeclaims for workers’ compensation, and claims for unemployment compensation; (c) any claim for breach of this Agreement or to challenge its validity under the Age Discrimination in Employment Act (“ADEA”); and (d) any claims arising after the date on which Executive signs this Agreement. Nor is this Agreement intended in any way to limit Executive’s right or ability to: (a) bring a lawsuit against the Company to any relief of any kind should Employee or any other person or entity pursue any claim on Employeeenforce the Company’s behalf except as stated below.
obligations under this Agreement; (b) Nothing in this Agreement limits Employee’s ability make any disclosure of information required by law; (c) report a possible violation of any federal law or regulation to file a charge any government agency or complaint with entity including but not limited to the Equal Employment Opportunity CommissionEEOC, the National Labor Relations BoardBoard (“NLRB”), the Occupational Safety and Health AdministrationDepartment of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”), Congress, and any agency Inspector General, or making disclosures that are protected under the whistleblower provisions of any other federallaw; (d) initiate, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies provide information to, testify at, participate, or otherwise participate assist, in any investigation or proceeding that may be conducted brought by any Government Agenciesfederal regulatory or law enforcement agency or legislative body, including providing documents such as the EEOC and SEC, any self-regulatory organization, or other information, without notice to the Company. Employee understands and recognizes’s legal, howevercompliance, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled human resources officers relating to any damages or payment an alleged violation of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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 municipal law, ; or (bE) disclosures respond to any inquiry from such authority, including an inquiry about the existence of trade secrets made this agreement or its underlying facts. This agreement does not require you to notify the Company of any such communications or inquiry described in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use this Section of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosuresagreement.
Appears in 1 contract
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of lawprevent you from filing, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable lawcooperating with, or involves participating in any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims proceeding or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability to file a charge or complaint with investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Securities and Exchange Commission (“SEC”), or any other federal, federal government agency or state or local governmental agency or commission (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. Employee You further understands that understand this Agreement does not limit Employee’s your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if While this Agreement does not limit your right to receive a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf whistleblower award for providing information to any Government Agency in connection with a governmental agencygovernment whistleblower program or protected whistleblower activity, Employee will not be entitled you understand and agree that you are otherwise waiving, to the fullest extent permitted by law, all rights you may have to individual relief based on any damages or payment of Claims that you have released and any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan, or any plan or agreement related to equity ownership in the Company; however, excluded from this is any non-waivable recovery rights with it does waive, release and forever discharge Claims existing as of the SEC or as otherwise applicable.
(c) Neither date you execute this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, any such plan or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosuresagreement.
Appears in 1 contract
Sources: Separation and Release Agreement (Keros Therapeutics, Inc.)
Protected Rights. Regardless of whether or not you sign this Release, nothing in any Company agreement, policy, or practice, including this Release (a) Nothing in this Agreement shall be construed as an attempt to waive any right limits or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the affects your right to file such claimdisclose or discuss sexual misconduct, but Employee expressly waives Employee’s right to any relief of any kind should Employee sexual harassment or sexual assault disputes, or any other person unlawful or entity pursue any claim on Employee’s behalf except as stated below.
unsafe Company conduct or practices; (b) Nothing in limits or affects your right to challenge the validity of this Agreement limits Employee’s ability to file Release under the ADEA or the OWBPA; (c) prevents you from communicating with, filing a charge or complaint with with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, law enforcement, or any other any federal, state or local governmental agency charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration; (d) prevents a non-management, non-supervisory employee from engaging in protected concerted activity under §7 of the NLRA or similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, unless the information was entrusted to the employee in confidence by the Company as part of the employee’s job duties. However, by signing this Release you are waiving your right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or commission (“Government Agencies”where otherwise prohibited). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate In exchange for the promises contained in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from the Company promises to provide the benefits set forth in this is any non-waivable recovery rights Agreement. Date: January 17, 2025 Company Representative ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Signature I have read this Release and understand its legal and binding effect. I am acting voluntarily, deliberately, and of my own free will in signing this Release. The Company has provided me with the SEC or as otherwise applicable.
(c) Neither all information needed to make an informed decision to sign this Agreement nor any other agreement or policy Release, notice of Team shall prohibit Employee from making, or submit Employee and an opportunity to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to retain an attorney, solely for the purpose of reporting or investigating a suspected violation of lawand an opportunity to ask questions. Dated Signature Name Printed January 17, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.2025 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Sources: Confidential Separation Agreement (Maravai Lifesciences Holdings, Inc.)
Protected Rights. Notwithstanding any other provision of this Agreement, nothing in this Agreement (or any other agreement signed by Executive) shall restrict Executive’s right to (a) Nothing in this Agreement shall be construed as an attempt report violations of law to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
law enforcement officials; (b) Nothing give truthful testimony under oath in this Agreement limits Employee’s ability to a judicial, administrative, or arbitral proceeding; (c) file a charge with, make truthful statements to, cooperate with investigations by, or complaint with assist others in proceedings before governmental agencies (including the U.S Equal Employment Opportunity Commission, the National Labor Relations Board, Board and the Occupational Safety and Health Administration, the U.S Securities and Exchange Commission Commission); (“SEC”)d) speak with an attorney representing Executive; (e) discuss the facts related to any claim of sexual assault or sexual harassment; (f) engage in whistle-blower activity protected by the Securities Exchange Act of 1934, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder (including Rule 21F-17); or (g) file or disclose any facts necessary to receive unemployment insurance, Medicaid, or other federalpublic benefits to which Executive may be entitled. In addition, state or local governmental agency or commission (“Government Agencies”). Employee further understands that 18 U.S.C. §1833(b) provides as follows, and nothing in this Agreement does not limit Employee’s ability or any other agreement, or any Foundation policy, is intended to communicate conflict with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will this statutory protection: “
(1) An individual shall not be entitled to held criminally or civilly liable under any damages Federal or payment State trade secret law for the disclosure of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: that (aA) disclosures of trade secrets is made (i) in confidence to a federalFederal, stateState, 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 (bB) disclosures of trade secrets is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or seal.
(c2) disclosures of trade secrets by a plaintiff to his or her attorney in An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use of the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secrets is filed secret under seal seal; and (B) does not disclose the trade secretssecret, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.”
Appears in 1 contract
Protected Rights. (a) Nothing You understand that nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability to file Secondary General Release prevents you from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (collectively, the “Government Agencies”). Employee further understands that Neither this Agreement does not limit Employee’s nor the Secondary General Release limits your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands While this Agreement and recognizesthe Secondary General Release do not limit your right to receive an award for information provided to the Securities and Exchange Commission or to receive a monetary award from a government-administered whistleblower award program, howeveryou understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that even if a report you have released and any rights you have waived by signing this Agreement and the Secondary General Release. Nothing in this Agreement or disclosure the Secondary General Release prevents you from discussing or disclosing employee wages, benefits or terms and conditions of employment, or information about unfair or unlawful acts or employment practices in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is made or a charge is filed by Employee or on Employee’s behalf with a governmental agencyunlawful. Additionally, Employee you further acknowledge that the Company has advised you that you will not be entitled to held civilly or criminally liable under any damages federal or payment state trade secret law for the disclosure of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresthat: (a) disclosures of trade secrets 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) disclosures of trade secrets is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal or per court order, ; or (c) disclosures of trade secrets by a plaintiff is made to his an attorney or her attorney is used in a court proceeding in connection with a lawsuit for alleging retaliation for reporting a suspected violation of law and use of law, provided that the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, disclosed except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.
Appears in 1 contract
Sources: Transition, Separation and Consulting Agreement (Atara Biotherapeutics, Inc.)
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent a. You understand that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing nothing in this Agreement limits Employee’s your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a lawfully-served DOCPROPERTY"SWDocID" GDSVF&H\9163401.12 subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, or any other federal, state state, or local governmental government agency or commission (each, a “Government AgenciesAgency”). Employee You further understands that understand this Agreement does not limit Employee’s your ability to communicate with any Government Agencies Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, This Agreement does not limit your right to receive an award for information provided to any Government Agency.
b. You understand that even if a report nothing in this Agreement: (i) applies to claims for unemployment or disclosure is made or a charge is filed by Employee or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on Employee’s behalf with a governmental agency, Employee will the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be entitled released by private agreement; (vi) limits or affects your right, if any, to any damages challenge the validity of this Agreement under the ADEA or payment the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; (viii) shall be deemed to be a waiver or release by you of any money rights of yours to indemnification, contribution or other relief personal defense from or through the Company or its insurers, under the Company’s (or its affiliates’) charter or Bylaws, or under applicable law, with respect to Employee prior actions or inactions relating to in any event which occurred prior way to Employee’s execution duties as a director, employee or officer of the Company (including pursuant to that certain Indemnification Agreement, dated as of May 26, 2021 by and between the Company and you (the “Indemnification Agreement”)) or claims under any directors’ and officers’ liability insurance policy (or similar policy); (ix) shall be deemed a waiver or release by you of your right to enforce the terms of this Agreement; howeveror (x) precludes you from exercising your rights, excluded if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment. However, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive a payment or award from this is any non-waivable recovery rights with a Government Agency (and not the SEC or Company) for information provided to said Government Agency and except as otherwise applicableprovided under applicable law.
(c) Neither c. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement nor Agreement, and otherwise, you understand that as provided by the Federal Defend Trade Secrets Act, you will not be held criminally or civilly liable under any other agreement federal or policy state trade secret law for the disclosure of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresmade: (ai) disclosures of trade secrets made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (bii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal seal.
d. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, this Agreement, and otherwise, you understand that as provided by the Federal Defend Trade Secrets Act, you will not be held criminally or per court ordercivilly liable under any federal or state trade secret law for the disclosure of a trade secret made: (i) in confidence to a federal, state, or (c) disclosures local government official, either directly or indirectly, or to an attorney, and solely for the purpose of trade secrets by a plaintiff to his reporting or her attorney in a lawsuit for retaliation for reporting investigating a suspected violation of law and use of the trade secret information law; or (ii) in the court a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. DOCPROPERTY"SWDocID" GDSVF&H\9163401.12
e. Notwithstanding the above, you understand that upon the Effective Date, this Agreement will be final and binding. You promise not to pursue any document containing claim released by this Agreement. Notwithstanding the trade secrets is filed foregoing, although you are releasing claims you may have under seal the ADEA and does not disclose the trade secretsOWBPA, except pursuant to court orderyou may challenge the knowing and voluntary nature of this release before a court, the Equal Employment Opportunity Commission or (d) any other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team Government Agency charged with the enforcement of these allowed reports or disclosuresany employment laws.
Appears in 1 contract
Sources: Transition Agreement (Flywire Corp)
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive Notwithstanding any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing other terms and conditions of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent Agreement: Executive understands that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing nothing contained in this Agreement limits EmployeeExecutive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.
V. The final paragraph of Section 4. of Exhibit A shall be deleted in its entirety and replaced with the following: Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; (iv) Employee’s rights as a stockholder of the Company; (v) Employee’s right to file charges or complaints with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), although Employee waives the Executive’s right to recover any damages or other relief in any claim or suit brought by or through the Government Agencies on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law, provided, however, this Agreement and General Release does not limit Employee’s right to receive an award for information provided to any Government Agencies; and (vi) Employee’s rights that cannot be released by private agreement under applicable law.
VI. The second sentence of Section 7. of Exhibit A shall be deleted in its entirety and replaced with the following: Employee further understands that this Agreement and General Release does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.
Appears in 1 contract
Sources: Severance Agreement (Carmax Inc)
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent a. You understand that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing nothing in this Agreement limits Employee’s your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, or any other federal, state state, or local governmental government agency or commission (each, a “Government AgenciesAgency”). Employee You further understands that understand this Agreement does not limit Employee’s your ability to communicate with any Government Agencies Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands This Agreement does not limit your right to receive an award for information provided to any Government Agency. You understand that nothing in this Agreement: (i) applies to claims for unemployment or workers’ compensation benefits; (ii) applies to claims arising after the date you sign this Agreement; (iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, if any, to challenge the validity of this Agreement under the ADEA or the OWBPA; (vii) applies to a non-disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; or (viii) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and recognizesconditions of employment; or (ix) prevents you from discussing or disclosing information about unlawful or criminal acts in the workplace, howeversuch as harassment or discrimination or any other conduct that you have reason to believe is unlawful or waives your right to testify in an administrative, that even if a report legislative, or disclosure is made judicial proceeding concerning alleged criminal conduct or a charge is filed by Employee alleged sexual harassment on the part of the Company, or on Employee’s the part of the agents or employees of the Company, when you have been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. However, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf with by any third party, except for any right you may have to receive a governmental agencypayment or award from a Government Agency (and not the Company) for information provided to said Government Agency and except as provided under applicable law.
b. Notwithstanding your confidentiality obligations to the Company under the Confidentiality Agreement, Employee this Agreement, and otherwise, you understand that as provided by the Federal Defend Trade Secrets Act, you will not be entitled to held criminally or civilly liable under any damages federal or payment state trade secret law for the disclosure of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresmade: (ai) disclosures of trade secrets made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (bii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal seal.
c. You understand that upon the Effective Date, this Agreement will be final and binding. You promise not to pursue any claim released by this Agreement. If approached by anyone for counsel or per court orderassistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or (c) disclosures of trade secrets by a plaintiff to his complaints against the Releasees, you shall do no more than simply say you cannot provide counsel or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court orderassistance. If you break this promise, or (d) otherwise breach your obligations under the Agreement, you agree to pay the Company’s costs and expenses, including reasonable attorneys’ fees, related to the defense of any claims covered by this Agreement or any Releasee’s efforts to enforce this Agreement. Notwithstanding the foregoing, although you are releasing claims you may have under the ADEA and the OWBPA, you may challenge the knowing and voluntary nature of this release before a court, the Equal Employment Opportunity Commission or any other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team Government Agency charged with the enforcement of these allowed reports or disclosuresany employment laws.
Appears in 1 contract
Sources: Separation Agreement (Tarsus Pharmaceuticals, Inc.)
Protected Rights. (a) Nothing in this Agreement is intended to waive claims: (i) for vested rights under ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (ii) that may arise after the parties sign 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, cooperation, non-disparagement, covenant not to sue, acknowledgements and representations, shall be construed as an attempt to waive any your right to testify in an administrative, legislative, or claim which: is not waivable as judicial proceeding concerning alleged criminal conduct on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to attend such a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits proceeding pursuant to an ERISA employee benefits plana court order, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable lawsubpoena, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims written request from an administrative agency or unreported injuries). To the extent that any such claim cannot be waived as a matter of lawlegislature, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability to file shall prevent you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity CommissionCommission (EEOC), the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission Board (“SEC”NLRB), or any other any federal, state or local governmental agency charged with the enforcement of any laws, or commission from exercising rights under Section 7 of the National Labor Relations Act (“Government Agencies”). Employee further understands that NLRA) to engage in joint activity with other employee, although by signing this Agreement does not limit Employee’s ability release you are waiving rights to communicate with any Government Agencies individual relief based on claims asserted in such a charge or otherwise participate in any investigation complaint, or proceeding that may be conducted asserted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or third-party on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secretsyour behalf, except pursuant to court orderwhere such a waiver of individual relief is prohibited. ALTHOUGH THE PARTIES MAY HAVE AGREED TO KEEP THIS AGREEMENT, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosuresITS TERMS AND UNDERLYING DETAILS CONFIDENTIAL, SUCH A PROVISION IS UNENFORCEABLE AS TO THE UNDERLYING DETAILS OF ANY CLAIM OF HARASSMENT, DISCRIMINATION OR RETALIATION AND IS UNENFORCEABLE AGAINST THE EMPLOYER IF THE EMPLOYEE PUBLICLY REVEALS SUFFICIENT DETAILS OF THE CLAIM SO THAT THE EMPLOYER IS REASONABLY IDENTIFIABLE.
Appears in 1 contract
Sources: Employment Agreement (Clover Health Investments, Corp. /De)
Protected Rights. I understand nothing in this Supplemental Release (including but not limited to the acknowledgements, release of claims, the promise not to sue, the confidentiality obligations, and the return of property provision) (a) Nothing in this Agreement shall be construed as an attempt to waive any right limits or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the affects my right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee disclose or any other person discuss sexual harassment or entity pursue any claim on Employee’s behalf except as stated below.
sexual assault disputes; (b) Nothing in limits or affects my right to challenge the validity of this Agreement limits Employee’s ability to file Release under the ADEA or the OWBPA; (c) prevents me from communicating with, filing a charge or complaint with with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, law enforcement, or any other any federal, state or local governmental agency charged with the enforcement of any laws; or commission from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration; (“Government Agencies”)d) prevents a non- management, non-supervisory employees from engaging in protected concerted activity under §7 of the NLRA or similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, unless the information was entrusted to the employee in confidence by the Company as part of the employee’s job duties. Employee further understands that However, by signing this Agreement does not limit Employee’s ability Supplemental Release I am waiving my right to communicate with recover any Government Agencies individual relief (including any backpay, front pay, reinstatement or otherwise participate other legal or equitable relief) in any investigation or proceeding that may be conducted by any Government Agenciescharge, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from makingcomplaint, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made 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, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal proceeding brought by me or per court order, or (c) disclosures of trade secrets on my behalf by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secretsthird party, except pursuant for any right I may have to court order, receive a payment or award from a government agency (dand not the Company) other actions protected as whistleblower activity under applicable law. Employee is not required for information provided to notify Team of these allowed reports the government agency or disclosureswhere otherwise prohibited.
Appears in 1 contract
Sources: Retirement Agreement (Linde PLC)
Protected Rights. (a) Nothing Executive understands that nothing contained in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement Supplemental Release limits EmployeeExecutive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee Executive further understands that this Agreement Supplemental Release does not limit EmployeeExecutive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands and recognizesThis Supplemental Release does not limit Executive’s right to receive an award for information provided to any Government Agencies. Executive affirms that she is not aware of any Company violations of the law. In addition, howeverExecutive agrees not to file a lawsuit asserting any claims that are waived in this Supplemental Release. If Executive files such a lawsuit, that even Executive shall pay all costs incurred by Releasees (or any of them), including reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to filing any such lawsuit, shall return all but $500.00 of the severance benefits or payments Executive has received. The preceding two sentences of this paragraph do not apply if a report or disclosure is made or Executive files a charge or lawsuit under the ADEA challenging the validity of this Supplemental Release. However, in the event any such ADEA lawsuit is filed unsuccessful, a court may order Executive to pay attorney’s fees and/or costs incurred by Employee Releasees (or on Employee’s behalf with a governmental agencyany of them) where authorized by law. In the event any such ADEA lawsuit is successful, Employee will not be entitled the severance benefits or payments Executive received for signing the Agreement and this Supplemental Release shall serve as restitution, recoupment, or setoff to any damages monetary award received by Executive. Executive hereby acknowledges that Executive has no interest in reinstatement, reemployment or payment employment with Company or any Releasee, and Executive forever waives any interest in or claim of any money or other relief personal to Employee relating right to any event which occurred prior future employment by Company or any Releasee. Executive further covenants not to Employee’s execution of this Agreement; however, excluded from this is apply for future employment with Company or any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, or local government officialReleasee, or to an attorneyotherwise seek or encourage reinstatement. By signing this Supplemental Release, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.Executive certifies that:
Appears in 1 contract
Protected Rights. Regardless of whether or not you sign this Agreement, nothing in any Company agreement, policy, or practice, including this Agreement (a) Nothing in this Agreement shall be construed as an attempt to waive any right limits or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the affects your right to file such claimdisclose or discuss sexual misconduct, but Employee expressly waives Employee’s right to any relief of any kind should Employee hostile work environment, sexual harassment or sexual assault disputes, discrimination, or any other person unlawful or entity pursue any claim on Employee’s behalf except as stated below.
unsafe Company conduct or practices; (b) Nothing in this Agreement limits Employee’s ability to file prevents you from communicating with, filing a charge or complaint with with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)law enforcement, or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, or local government officialagency or entity charged with the enforcement of any laws; or from testifying, providing evidence, or responding to an attorney, solely for the purpose of reporting a subpoena or investigating a suspected violation of law, discovery request in court litigation or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or arbitration; (c) disclosures of trade secrets by a plaintiff requires you to his disclose to the Company any such filing, communication, or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, participation; or (d) other actions prevents a non-managerial, non-supervisory employee from engaging in protected as whistleblower concerted activity under §7 of the National Labor Relations Act or similar state law such as joining, assisting, or forming a union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, unless the information was entrusted to the employee in confidence by the Company as part of the employee’s job duties. By signing this Agreement, you understand that you are waiving your right to receive individual relief (including without limitation back pay, front pay, reinstatement, or other legal or equitable relief) based on claims asserted in any such charge or complaint, including any class or collective action, regardless of whether you or another party has filed it, except where such a waiver is prohibited. However, this waiver does not prevent you from receiving a payment or award from a government agency (and not the Company or any of the Releasees) for information provided to the government agency or as otherwise directed by a government agency. You also understand that your release of claims as contained in this Agreement does not extend to any rights you may have under any laws governing the filing of laims for COBRA, unemployment, disability insurance, and/or workers’ compensation benefits. You further understand that nothing herein shall be construed to prohibit you from: (i) challenging the Company’s failure to comply with its promises under this Agreement; (ii) asserting your right to any vested benefits to which you are entitled pursuant to the terms of the applicable plans in effect as of your Separation Date and/or applicable law. Employee is ; (iii) challenging the knowing and voluntary nature of your release of claims under the Age Discrimination in Employment Act of 1967; (iv) asserting any claim that controlling law clearly states cannot required to notify Team lawfully be waived by private agreement; (v) seeking reimbursement of these allowed reports or disclosuresexpenses under the Company’s expense reimbursement policies; and/or (vi) asserting any claim that may arise after the date this Agreement was signed.
Appears in 1 contract
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt or the Release (i) restricts or impedes Executive from exercising protected rights, to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim rights cannot be waived as by agreement or from complying with any applicable law or regulation or a matter valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, it is understood that Employee reserves the right to file such claimregulation, but Employee expressly or order, (ii) waives EmployeeExecutive’s right to any relief testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of any kind should Employee the Company, or any other person on the part of the agents or entity pursue any claim on Employee’s behalf except as stated below.
employees of the Company, when Executive has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, (biii) Nothing in this Agreement limits Employee’s ability to file prevents or restricts Executive from communicating with, filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (the “SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate charged with the enforcement of any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencieslaws, including providing documents or other information, without notice or making other disclosures that are protected under whistleblower provisions of federal law or regulation or from otherwise making disclosures protected under whistleblower provisions of federal law or regulation (including Section 21F of the Securities Exchange Act of 1934 and the regulations promulgated thereunder) or limit Executive’s right to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will not be entitled receive an award for information provided to any damages or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement securities regulatory agency, in each case without the necessity of prior authorization from the Company or policy of Team shall prohibit Employee the need to notify the Company that he has done so, (iv) prevents Executive from makingdiscussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful, including but not limited to retaliation, a wage-and-hour violation, or submit Employee to civil sexual assault, or criminal liability other conduct that is recognized as unlawful under a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, federal or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of common law, or that is recognized as against a clear mandate of public policy, whether occurring in the workplace, at work-related events coordinated by or through the Company, or between employees, or between the Company and an employee, whether on or off the employment premises, (bv) disclosures prevents Executive from exercising any rights Executive may have under Section 7 of trade secrets made the National Labor Relations Act to engage in a complaint protected, concerted activity with other employees (such as discussing wages, benefits, or other document filed in a lawsuit terms and conditions of employment or raising complaints about working conditions for Executive’s own and other proceeding, if such filing is made under seal employees’ mutual aid or per court orderprotection), or (cvi) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except prevents Executive from testifying truthfully pursuant to court order, any legal process between Executive and the Company or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team any of these allowed reports its affiliates and/or their respective directors or disclosuresexecutive officers.
Appears in 1 contract
Sources: Separation Agreement (FMC Corp)
Protected Rights. (a) Nothing in this Agreement shall be construed as or otherwise, including the release of claims clause, restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, from filing a claim or assisting with an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable lawinvestigation directly with, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims from otherwise communicating with a self-regulatory authority or unreported injuries). To a government agency or entity, including the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability to file a charge or complaint with the U. S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health AdministrationDepartment of Justice, the Securities and Exchange Commission Commission, the Congress, and any agency Inspector General (collectively, the “SECRegulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Company may not retaliate against the you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other federalpayment you might become entitled to from the Regulators (subject to the following paragraph). You do not need the prior authorization of the Company to engage in such communications with Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators. or make any such reports or disclosures to the Regulators. You are not required to notify the Company that you have engaged in such communications with the Regulators. Further, nothing in this Agreement or otherwise shall interfere with your right to file a charge of discrimination or unfair labor practice with or cooperate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or a like charge or complaint with a state or local governmental agency fair employment or commission (“Government Agencies”)labor Regulator. Employee further understands that However, the consideration provided by this Agreement does not limit Employee’s ability shall be the sole relief provided to communicate you and you agree to waive any monetary benefits or recovery against the Company in connection with any Government Agencies or otherwise participate in any investigation such charge, claim or proceeding that may be conducted by any Government Agencieswithout regard to who has brought such charge, including providing documents claim or other information, without notice proceeding. Pursuant to the Company. Employee understands Defend Trade Secrets Act of 2016, you and recognizes, however, the Company acknowledge and agree that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee you will not be entitled to any damages have criminal or payment of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under any federal or state trade secret law for the disclosure of a trade secret law, for the following disclosures: that (ai) disclosures of trade secrets is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law, law or (bii) disclosures of trade secrets is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court orderseal. In addition, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in and without limiting the preceding sentence, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law law, you may disclose the trade secret to your attorney and may use of the trade secret information in the court proceeding, if you (x) file any document containing the trade secrets is filed secret under seal and does (y) do not disclose the trade secretssecret, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.
Appears in 1 contract
Sources: Employment Agreement (Clarivate PLC)
Protected Rights. (a) Nothing Notwithstanding any other provision of this Agreement, nothing contained in this Agreement shall be construed as an attempt to waive any right prohibits Executive from filing a charge with or claim which: is not waivable as a matter reporting possible violations of law, is provided under this Agreement federal law or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right regulation to any relief governmental agency or entity, including but not limited to the Department of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health AdministrationJustice, the Securities and Exchange Commission (“SEC”)Commission, the Congress, and any agency Inspector General, or any making other federaldisclosures that are protected under the whistleblower provisions of federal law or regulation, state or local governmental agency providing truthful testimony in response to a lawfully-issued subpoena or commission (“Government Agencies”)court order. Employee further understands that Further, this Agreement does not limit EmployeeExecutive’s ability to communicate with any Government Agencies governmental agency or entity or otherwise participate in any investigation or proceeding that may be conducted by any Government Agenciesgovernmental agency or entity, including providing non-privileged documents or other information, without notice to the CompanyExecutive. Employee understands and recognizesPursuant to 18 USC Section 1833(b), however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee Executive will not be entitled to held criminally or civilly liable under any damages federal or payment state trade secret law for the disclosure of any money or other relief personal to Employee relating to any event which occurred prior to Employee’s execution of this Agreement; however, excluded from this is any non-waivable recovery rights with the SEC or as otherwise applicable.
(c) Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from making, or submit Employee to civil or criminal liability under a trade secret law, for the following disclosuresthat is made: (ax) disclosures of trade secrets made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, ; or (by) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal seal. Further, nothing in this Agreement is intended to or per shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or (c) disclosures of trade secrets other judicial, administrative or legal process or otherwise as required by law. If Executive is required to provide testimony, then unless otherwise directed or requested by a plaintiff to his governmental agency or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use enforcement, Executive shall notify the Company as soon as reasonably practicable after receiving any such request of the trade secret information in anticipated testimony. | This Executive Employment Agreement was executed as of January 18, 2021. COMPANY: LANDEC CORPORATION By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer EXECUTIVE: ▇▇▇▇ ▇▇▇▇▇▇▇ | In exchange for good and valuable consideration, and intending to be legally bound by this Release, I, the court proceedingundersigned, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected agree as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.follows:
Appears in 1 contract
Protected Rights. (a) Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement and Reaffirmation, involves any vested benefits pursuant to an ERISA employee benefits plan, unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee represents there are no unfiled workers’ compensation claims or unreported injuries). To the extent You understand that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.
(b) Nothing nothing in this Agreement limits Employee’s your ability to file a charge or complaint with with, to provide documents or information voluntarily or in response to a subpoena or other information request to, or to participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”)Commission, or any other federal, state state, or local governmental government agency or commission (each, a “Government AgenciesAgency”). Employee You further understands that understand this Agreement does not limit Employee’s your ability to communicate with any Government Agencies Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government AgenciesAgency, including providing documents or other information, without notice to the Company. Employee understands and recognizes, however, that even if a report or disclosure is made or a charge is filed by Employee or on Employee’s behalf with a governmental agency, Employee will This Agreement does not be entitled limit your right to receive an award for information provided to any damages Government Agency. You understand that nothing in this Agreement: (i) applies to claims for unemployment or payment of any money or other relief personal workers’ compensation benefits; (ii) applies to Employee relating to any event which occurred prior to Employee’s execution of claims arising after the date you sign this Agreement; however(iii) applies to claims for reimbursement of expenses under the Company’s expense reimbursement policies; (iv) applies to claims for any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date you sign this Agreement; (v) applies to claims that controlling law clearly states may not be released by private agreement; (vi) limits or affects your right, excluded from if any, to challenge the validity of this is any Agreement under the ADEA or the OWBPA; (vii) applies to a non-waivable recovery rights disclosure or non-disparagement clause agreed to before a dispute arises involving a nonconsensual sexual act or sexual contact, including when the victim lacks capacity to consent, or relating to conduct that is alleged to constitute sexual harassment; (viii) precludes you from exercising your rights, if any, under Section 7 of the National Labor Relations Act (“NLRA”) or under similar state law to engage in protected, concerted activity with other employees, including discussing your compensation or terms and conditions of employment; or (ix) prevents you from discussing or disclosing information about unlawful or criminal acts in the SEC workplace, such as harassment or as otherwise applicable.
(c) Neither this Agreement nor discrimination or any other agreement conduct that you have reason to believe is unlawful or policy of Team shall prohibit Employee from makingwaives your right to testify in an administrative, legislative, or submit Employee judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when you have been required or requested to civil or criminal liability under attend such a trade secret law, for the following disclosures: (a) disclosures of trade secrets made in confidence proceeding pursuant to a federalcourt order, statesubpoena, or local government officialwritten request from an administrative agency or the legislature. However, by signing this Agreement, you are waiving your right to recover any individual relief, including any backpay, frontpay, reinstatement or other legal or equitable relief, in any charge, complaint, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal proceeding brought by you or per court order, or (c) disclosures of trade secrets on your behalf by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secretsthird party, except pursuant for any right you may have to court order, receive a payment or award from a Government Agency (dand not the Company) other actions protected for information provided to said Government Agency and except as whistleblower activity provided under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.DocuSign Envelope ID: 1E8C611B-1CC2-44DE-A435-3A51619055196DD3AC07-AC3A-4C96-B3D1-C704959A028D
Appears in 1 contract
Sources: Separation Agreement (Tarsus Pharmaceuticals, Inc.)