(8) LAW
ENFORCEMENT
AGENCY.—The term 
‘‘law enforcement agency’’ means a government 
agency with criminal or civil law enforcement pow-
ers, which may include a government agency with 
regulatory or licensing authority. 
(9) NONDISCLOSURE CLAUSE.—The term ‘‘non-
disclosure clause’’ means a provision in a contract or 
agreement establishing that the parties to the con-
tract or agreement agree not to disclose information 
covered by the terms and conditions of the contract 
or agreement. 
(10) NONDISPARAGEMENT CLAUSE.—The term 
‘‘nondisparagement clause’’ means a provision in a 
contract or agreement requiring one or more parties 
to the contract or agreement not to make negative 
statements about the other. 
(11) OUTSIDE
WORKER.—The term ‘‘outside 
worker’’ means— 
(A) a temporary worker hired through an 
employment agency (as defined in section 701 
of the Civil Rights Act of 1964 (42 U.S.C. 
2000e)) to provide services to an employer pur-
suant to an agreement between the employment 
agency and the employer; 
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(B) an independent contractor for an em-
ployer or a subcontractor thereof; or 
(C) an intern or volunteer, whether paid or 
unpaid, for an employer. 
(12) SEXUAL ASSAULT.—The term ‘‘sexual as-
sault’’ means any nonconsensual sexual act pro-
scribed by Federal, tribal, or State law, including 
such an act that occurs when the victim lacks capac-
ity to consent. 
(13) SUBCONTRACTOR.—The term ‘‘subcon-
tractor’’ means any employer having a contract with 
a prime contractor or another subcontractor calling 
for supplies or services required for the performance 
of a contract or a government contract. 
(14) WORKPLACE
HARASSMENT.—The term 
‘‘workplace harassment’’ means unwelcome or offen-
sive conduct based on sex (including such conduct 
based on sexual orientation, gender identity, and 
pregnancy), race, color, national origin, disability, 
age, or religion, whether that conduct occurs in-per-
son or through an electronic medium (which may in-
clude social media), in a work or work-related con-
text, which affects any term, condition, or privilege 
of employment. 
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SEC. 103. PROHIBITING NONDISPARAGEMENT AND NON-
DISCLOSURE CLAUSES THAT COVER WORK-
PLACE HARASSMENT, INCLUDING SEXUAL 
HARASSMENT. 
(a) UNLAWFUL PRACTICES.— 
(1) PROHIBITION ON WORKPLACE HARASSMENT 
NONDISCLOSURE
CLAUSE.—Subject to subsection 
(b)(1), it shall be an unlawful practice for an em-
ployer to enter into a contract or agreement with an 
employee or applicant, as a condition of employment, 
promotion, compensation, benefits, or change in em-
ployment status or contractual relationship, or as a 
term, condition, or privilege of employment, if that 
contract or agreement contains a nondisparagement 
or nondisclosure clause that covers workplace har-
assment, including sexual harassment or retaliation 
for reporting, resisting, opposing, or assisting in the 
investigation of workplace harassment. 
(2) PROHIBITION
ON
ENFORCEMENT.—Not-
withstanding any other provision of law, it shall be 
an unlawful practice and otherwise unlawful for an 
employer to enforce or attempt to enforce a non-
disparagement clause or nondisclosure clause de-
scribed in paragraph (1). 
(b) SETTLEMENT OR SEPARATION AGREEMENTS.— 
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(1) IN GENERAL.—The provisions of subsection 
(a) do not apply to a nondisclosure clause or non-
disparagement clause contained in a settlement 
agreement or separation agreement that resolves 
legal claims or disputes when— 
(A) such legal claims accrued or such dis-
putes arose before the settlement agreement or 
separation agreement was executed; and 
(B) such clauses are mutually agreed upon 
and mutually benefit both the employer and em-
ployee. 
(2) UNLAWFUL PRACTICE.—It shall be an un-
lawful practice for an employer to unilaterally in-
clude a nondisclosure clause or a nondisparagement 
clause that solely benefits the employer in a separa-
tion or settlement agreement. 
(c) RIGHT
TO
REPORT
RESERVED.—Notwith-
standing signing (before or after the effective date of this 
title) any nondisparagement or nondisclosure clause in-
cluding a clause referred to in subsection (a)(1), an em-
ployee or applicant retains any right that person would 
otherwise have had to report a concern about workplace 
harassment, including sexual harassment or another viola-
tion of the law to the Commission, another Federal agency 
(including an office of the legislative or judicial branch), 
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a State or local fair employment practices agency or any 
State or local agency, or a law enforcement agency, and 
any right that person would otherwise have had to bring 
an action in a court of the United States. 
(d) ENFORCEMENT.— 
(1) ENFORCEMENT POWERS.—With respect to 
the administration and enforcement of this section 
in the case of a claim alleged by an employee for a 
violation of this section— 
(A) the Commission shall have the same 
powers as the Commission has to administer 
and enforce— 
(i) title VII of the Civil Rights Act of 
1964 (42 U.S.C. 2000e et seq.); or 
(ii) sections 302 and 304 of the Gov-
ernment Employee Rights Act of 1991 (42 
U.S.C. 2000e–16b and 2000e–16c), 
in the case of a claim alleged by such employee 
for a violation of such title, or of section 
302(a)(1) of the Government Employee Rights 
Act of 1991 (42 U.S.C. 2000e–16b(a)(1)), re-
spectively; 
(B) the Librarian of Congress shall have 
the same powers as the Librarian of Congress 
has to administer and enforce title VII of the 
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Civil Rights Act of 1964 (42 U.S.C. 2000e et 
seq.) in the case of a claim alleged by such em-
ployee for a violation of such title; 
(C) the Board (as defined in section 101 of 
the Congressional Accountability Act of 1995 (2 
U.S.C. 1301)) shall have the same powers as 
the Board has to administer and enforce the 
Congressional Accountability Act of 1995 (2 
U.S.C. 1301 et seq.) in the case of a claim al-
leged by such employee for a violation of section 
201(a)(1) of such Act (2 U.S.C. 1311(a)(1)); 
(D) the Attorney General shall have the 
same powers as the Attorney General has to ad-
minister and enforce— 
(i) title VII of the Civil Rights Act of 
1964 (42 U.S.C. 2000e et seq.); or 
(ii) sections 302 and 304 of the Gov-
ernment Employee Rights Act of 1991 (42 
U.S.C. 2000e–16b and 2000e–16c), 
in the case of a claim alleged by such employee 
for a violation of such title, or of section 
302(a)(1) of the Government Employee Rights 
Act of 1991 (42 U.S.C. 2000e–16b(a)(1)), re-
spectively; 
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(2) WAIVER OF STATE IMMUNITY.— 
(A) IN GENERAL.— 
(i) WAIVER.—A State’s receipt or use 
of Federal financial assistance for any pro-
gram or activity of a State shall constitute 
a waiver of sovereign immunity, under the 
11th Amendment to the Constitution or 
otherwise, to a suit brought by an em-
ployee or applicant for employment of that 
program or activity under this section for 
a remedy authorized under subsection (d). 
(ii) DEFINITION.—In this paragraph, 
the term ‘‘program or activity’’ has the 
meaning given the term in section 606 of 
the Civil Rights Act of 1964 (42 U.S.C. 
2000d–4a). 
(B) EFFECTIVE DATE.—With respect to a 
particular program or activity, subparagraph 
(A) applies to conduct occurring on or after the 
day, after the date of enactment of this Act, on 
which a State first receives or uses Federal fi-
nancial assistance for that program or activity. 
(3) REMEDIES AGAINST STATE OFFICIALS.—An 
official of a State may be sued in the official capac-
ity of the official by any employee or applicant for 
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employment who has complied with the applicable 
procedures of subsection (d), for equitable relief that 
is authorized under this section. In such a suit the 
court may award to the prevailing party those costs 
authorized by section 722 of the Revised Statutes 
(42 U.S.C. 1988). 
(4) REMEDIES AGAINST THE UNITED STATES 
AND THE STATES.—Notwithstanding any other pro-
vision of this title, in an action or administrative 
proceeding against the United States or a State for 
a violation of this section, remedies (including rem-
edies at law and in equity, and interest) are avail-
able for the violation to the same extent as the rem-
edies are available for a violation of title VII of the 
Civil Rights Act of 1964 (42 U.S.C. 2000e et seq.) 
by a private entity, except that— 
(A) punitive damages are not available; 
and 
(B) compensatory damages are available to 
the extent specified in section 1977A(b) of the 
Revised Statutes (42 U.S.C. 1981a(b)). 
SEC. 104. CONFIDENTIAL TIP-LINE ADDRESSING EMPLOY-
ERS 
WITH 
WIDESPREAD 
AND 
SYSTEMIC 
WORKPLACE HARASSMENT. 
(a) CONFIDENTIAL TIP-LINE ESTABLISHED.— 
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(1) IN GENERAL.—Not later than 1 year after 
the date of enactment of this Act, the Commission 
shall establish a confidential tip-line that supple-
ments the Commission’s existing process for submit-
ting a Charge of Discrimination, and that has the 
characteristics described in paragraph (2), to— 
(A) receive, log, and acknowledge the re-
ceipt of reports by employees, applicants, by-
standers, or other individuals who attest that 
they have experienced or witnessed workplace 
harassment, including sexual assault and other 
forms of sexual harassment; 
(B) provide informational materials to re-
porting individuals described in subparagraph 
(A); and 
(C) make available reports described in 
subparagraph (A) to— 
(i) the Commission; and 
(ii) Commission-approved fair employ-
ment practices agencies for potential inves-
tigation. 
(2) OPERATION OF THE TIP-LINE.—The Com-
mission shall ensure that the tip-line established 
under this section will— 
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(A) explicitly notify reporting individuals 
that the tip-line does not allow anonymous re-
porting, but does allow the submission of con-
fidential reports, independent of a Charge of 
Discrimination or a Federal or State adminis-
trative complaint, by those employees or appli-
cants who have experienced workplace harass-
ment, including sexual assault and other forms 
of sexual harassment, and by those employees, 
applicants, bystanders, or other individuals who 
have witnessed such conduct; 
(B) provide an option for reporting individ-
uals to make a report that would not identify 
individual employees, but would identify the en-
tity, employer, division, or subdivision respon-
sible for the workplace harassment, including 
sexual assault and other forms of sexual harass-
ment; 
(C) educate reporting individuals about 
how to preserve the right to make any reports, 
complaints, or charges that the individuals 
would otherwise have been eligible to make, 
independent of any report to the tip-line, in-
cluding— 
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(i) the right of the reporting indi-
vidual to file a Charge of Discrimination 
that will result in the Commission or a 
Commission-approved 
fair 
employment 
practices agency taking action (and the 
risk of losing that right if the reporting in-
dividual fails to file a timely Charge of 
Discrimination); and 
(ii) a clear explanation of any dead-
lines or limitations periods; 
(D) instruct reporting individuals about 
how to file a Charge of Discrimination with the 
Commission and encourage reporting individ-
uals to file a Charge of Discrimination in order 
to allow the Commission to more effectively in-
vestigate the workplace harassment; 
(E) emphasize that reports to the confiden-
tial tip-line— 
(i) will not prompt individualized in-
vestigations, except in the limited cir-
cumstances described in clause (ii), sub-
paragraph (I), and subsection (b), and 
such investigations will fully comport with 
applicable due process requirements; 
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(ii) will be monitored by the Commis-
sion and Commission-approved fair em-
ployment practices agencies to identify 
trends and determine whether investiga-
tions should be undertaken, for instance, 
when the Commission has received multiple 
complaints regarding a particular employer 
or there is evidence of a broader pattern or 
practice of workplace harassment; 
(iii) shall not be discoverable in civil 
cases, unless the reporting individual 
waives the confidentiality of the submitted 
reports; and 
(iv) shall not be shared with other 
Federal agencies; 
(F) engage fair employment practices 
agencies at the State and local level to apply 
and be thoroughly vetted and reviewed for ap-
proved access to the confidential tip-line; 
(G) share information from the tip-line, in-
cluding information on opened investigations, 
only between and among participating approved 
fair employment practices agencies and the 
Commission to facilitate coordination and avoid 
conflicts in investigations and resolutions; 
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(H) offer an option to each reporting indi-
vidual, at the time of reporting, to elect to be 
informed, to the extent practicable, if the indi-
vidual’s report leads to an investigation, so that 
the reporting individual may choose to provide 
further information or participate in any result-
ing investigation; and 
(I) protect the identity of individuals mak-
ing reports and employers by making such re-
ports confidential within the tip-line and only 
available to the Commission and Commission- 
approved fair employment practices agencies, 
and require that information obtained can be 
used only for the purpose of investigation re-
lated to the submitted complaint or complaints, 
in full compliance with applicable due process 
requirements. 
(b) CHARGE OF DISCRIMINATION.—In the event that 
a member of the Commission determines that information 
received from the tip-line warrants an investigation, the 
member may initiate an investigation by filing a Charge 
of Discrimination in accordance with section 706 of the 
Civil Rights Act of 1964 (42 U.S.C. 2000e–5). 
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(c) EDUCATION ABOUT THE TIP-LINE.—The Com-
mission shall disseminate information and educate the 
public about the tip-line established under this section. 
(d) UNLAWFUL PRACTICES WITH RESPECT TO THE 
TIP-LINE.— 
(1) OTHER UNLAWFUL PRACTICE.—It shall be 
unlawful to engage in any unlawful employment 
practice described in section 704 of the Civil Rights 
Act of 1964 (42 U.S.C. 2000e–3) with respect to the 
tip-line under this section, including contacting or 
making threats to contact law enforcement authori-
ties, such as the police, immigration officials, or 
other officials, with respect to an employee or appli-
cant because that employee or applicant has made a 
charge, testified, assisted, or participated in any 
manner in an investigation, proceeding or hearing 
under this section. 
(2) CONFIDENTIALITY.—It shall be unlawful 
for any officer or employee of the Commission, or 
any Commission-approved fair employment practices 
agencies, to make public in any manner whatever 
any information obtained by the Commission pursu-
ant to its authority under this section, prior to insti-
tution of any proceeding under section 706 of the 
Civil Rights Act of 1964 (42 U.S.C. 2000e–5), ex-
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cept that the Commission, or any Commission-ap-
proved fair employment practices agency, shall offer 
information to reporting individuals in accordance 
with this section. 
(3) ENFORCEMENT.—The enforcement provi-
sions described in section 4(d) shall apply in the 
same manner to the enforcement of a violation de-
scribed in paragraph (1) or (2). 
(e) EFFECTIVE DATE.—This section shall first take 
effect on the first day of the first fiscal year for which 
$1,500,000 is appropriated to carry out this section. 
(f) ANNUAL MINIMUM.—The Commission shall not 
be required to implement this section in any fiscal year 
for which less than $1,000,000 is appropriated to carry 
out this section. 
SEC. 105. SEC FILINGS AND MATERIAL DISCLOSURES AT 
PUBLIC COMPANIES. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Form 10–K’’ means the form de-
scribed in section 249.310 of title 17, Code of Fed-
eral Regulations, or any successor regulation; and 
(2) the term ‘‘issuer’’ has the meaning given 
the term in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)). 
(b) FINDINGS.—Congress finds that— 
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(1) shareholders and the public should know 
whether corporations— 
(A) are expending company funds to re-
solve, settle, or litigate claims of workplace har-
assment, including sexual harassment; and 
(B) along with the executives and man-
agers of those corporations— 
(i) are complying with prohibitions 
against workplace harassment, including 
sexual harassment; and 
(ii) facilitate a culture of silence, dis-
respect, intimidation, and abuse that nega-
tively impacts the health and safety of the 
workers of those corporations and the 
value of those corporations; and 
(2) the requirements of this section will— 
(A) establish necessary transparency and 
accountability; and 
(B) provide an incentive for corporations 
to— 
(i) promptly address workplace har-
assment, including sexual harassment, as 
that misconduct occurs; and 
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(ii) foster a culture in which work-
place harassment is not protected and does 
not occur. 
(c) INFORMATION REQUIRED.—Not later than 1 year 
after the date of enactment of this Act, the Securities and 
Exchange Commission shall promulgate a regulation that 
requires any issuer that is required to submit an annual 
report using Form 10–K to include in any such submis-
sion— 
(1) during the period covered by the submis-
sion— 
(A) with respect to workplace harassment, 
including sexual harassment, and retaliation for 
reporting, resisting, opposing, or assisting in 
the investigation of workplace harassment— 
(i) the number of settlements reached 
by the issuer as a signatory or when the 
issuer is a beneficiary of a release of 
claims; and 
(ii) whether any judgments or awards 
(including awards through arbitration or 
administrative proceedings) were entered 
against the issuer in part or in whole, or 
any payments made in connection with a 
release of claims; and 
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