Common use of Protected Conduct Clause in Contracts

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

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