PROTECTED ACTIVITIES. Pursuant to 18 U.S.C. § 1833(b), Employee understands that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the [[Organization A:Organization]] that # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to Employee’s attorney and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Employee understands that if Employee files a lawsuit for retaliation by the [[Organization A:Organization]] for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee # files any document containing the trade secret under seal, and # does not disclose the trade secret, except pursuant to court order. Further, nothing in this agreement or any other agreement Employee may have with the [[Organization A:Organization]] shall prohibit or restrict Employee from # voluntarily communicating with an attorney retained by Employee, # voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the [[Organization A:Organization]], # recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, # disclosing any information (including confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the [[Organization A:Organization]] prior to any such disclosure to the extent legally permitted), or # disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the [[Organization A:Organization]].
Defend Trade Secrets Act Provision. Notwithstanding any other provision of this Agreement, 18 U.S.C. §1833(b) provides, in part: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that # is 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 # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal . . . . (2) 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 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 pursuant to court order.” Nothing in this Agreement, any other agreement executed by Employee, or any Company policy, is intended to conflict with this statutory protection.
Notwithstanding the foregoing confidentiality obligations, pursuant to 18 USC § 1833(b), Employee will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret if such disclosure is 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 # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if Employee files a lawsuit claiming retaliation by Company based on the reporting of a suspected violation of law, Employee may disclose a trade secret to Employee’s attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and Employee does not disclose the trade secret except pursuant to court order.
Permission to Disclose Information under Defend Trade Secrets Act. Notwithstanding anything else in this Agreement, please note the following: Pursuant to 18 USC § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: # made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to his or her attorney 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 pursuant to a court order.
Defense of Trade Secrets Act. Notwithstanding anything to the contrary in this Agreement, or otherwise, Employee understands and acknowledges that the Company has informed Employee that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for # the disclosure of a trade secret that is 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 # the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Additionally, notwithstanding anything to the contrary in this Agreement or otherwise, Employee understands and acknowledges that the Company has informed Employee that 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 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 pursuant to a court order.
Notwithstanding any provision of this Agreement prohibiting the disclosure of Inventions (as defined below) or other Confidential Information, the Employee understands that he or she may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Company trade secret that: # is 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 # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if the Employee files a lawsuit or other court proceeding against the Company for retaliating against him or her for reporting a suspected violation of law, the Employee may disclose the Company trade secret [[Organization B:Organization]] attorney representing him or her and use the Company trade secret in the court proceeding, if the Employee files any document containing the Company trade secret under seal and do not disclose the trade secret, except pursuant to court order.
EMPLOYEE FURTHER UNDERSTANDS THAT, PURSUANT TO THE DEFEND TRADE SECRETS ACT, 18 U.S.C. § 1833(B), EMPLOYEE WILL NOT BE HELD CRIMINALLY OR CIVILLY LIABLE UNDER ANY FEDERAL OR STATE TRADE SECRET LAW FOR THE DISCLOSURE OF A TRADE SECRET THAT IS MADE IN CONFIDENCE TO A FEDERAL, STATE, OR LOCAL GOVERNMENT OFFICIAL SOLELY FOR THE PURPOSE OF REPORTING OR INVESTIGATING A SUSPECTED VIOLATION OF LAW OR IS MADE IN A COMPLAINT OR OTHER DOCUMENT FILED IN A LAWSUIT OR OTHER PROCEEDING PROVIDED THAT SUCH FILING IS MADE UNDER SEAL. EMPLOYEE ALSO UNDERSTAND THAT, IF EMPLOYEE FILES A LAWSUIT FOR RETALIATION FOR REPORTING A SUSPECTED VIOLATION OF LAW, NOTHING IN THIS AGREEMENT AND GENERAL RELEASE PREVENTS EMPLOYEE FROM DISCLOSING THE TRADE SECRET TO EMPLOYEE’S ATTORNEY, AND THAT EMPLOYEE IS PERMITTED TO USE THE TRADE SECRET INFORMATION IN THE COURT PROCEEDING, PROVIDED THAT EMPLOYEE FILES ANY DOCUMENT CONTAINING THE TRADE SECRET UNDER SEAL AND DOES NOT DISCLOSE THE TRADE SECRET, EXCEPT PURSUANT TO COURT ORDER.
Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging in any Protected Activity. Protected Activity includes filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Employee understands that in connection with such Protected Activity under this section, Employee is permitted to disclose documents or other information as permitted by law, without giving notice to, or receiving authorization from, the Company Group. Notwithstanding the foregoing, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute confidential information of the Company Group to any parties other than the Government Agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company Group attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that # is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or # is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, 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 individual’s attorney 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 pursuant to court order.
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