Common use of Future Conduct Clause in Contracts

Future Conduct. Employee agrees not to engage in any form of conduct, or make any statements or representations, that are untruthful or disparage or otherwise harm or potentially harm the reputation, goodwill or commercial interests of any Company Entity or any current, past or future director, employee or manager of any Company Entity. This includes, but is not limited to, statements or representations to the press or other media. In addition, Employee agrees to cooperate fully with the Company, including its attorneys and accountants, in connection with transitioning her responsibilities and any potential, threatened or actual litigation, arbitrations, claims, disputes, proceedings, or internal or government investigations (“Proceedings”), which directly or indirectly involve any Company Entity. Employee agrees to appear as a witness voluntarily, upon the Company’s request, regardless of whether served with a subpoena, and be available to attend depositions, court proceedings, consultations or meetings regarding any such Proceedings, as requested by the Company. The Company acknowledges that these efforts, if necessary, will impose on Employee’s time and would likely interfere with other commitments Employee may have in the future. Consequently, the Company shall attempt to schedule such depositions, court proceedings, consultations or meetings in coordination with Employee’s schedule, but Employee recognizes that any such scheduling may be beyond the Company’s control. Likewise, the Company agrees to compensate Employee for her time hereunder at a rate of one hundred percent (100%) of Employee’s base salary as of the Separation Date pro-rated to an hourly rate, for actual time spent traveling to and from and attending such depositions, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. The Company also agrees to reimburse Employee for the out-of-pocket expenditures actually and reasonably incurred by Employee in connection with the performance of the services contemplated by this Subsection III(B), including hotel accommodations, air fare, transportation and meals consistent with the Company’s generally-applicable expense reimbursement policies. Any compensation paid by the Company to Employee under this Subsection III(B) shall be in exchange for Employee’s time and is not dependent upon the character or content of any information Employee discloses with respect to any such Proceedings.

Future Conduct. 1. Company and Employee each agree that they hold the other in esteem and each agrees not to make disparaging comments about the other. Company and Employee further agree that each will not engage in any form of conduct, or make any statements or representations, other conduct that are untruthful or disparage or would otherwise harm the reputation or potentially harm the reputation, goodwill good will of Company or commercial interests of any Company Entity its management or any current, past or future director, employee or manager of any Company EntityEmployee. 2. This includes, but is not limited to, statements or representations to the press or other media. In addition, Employee agrees to cooperate fully with the Company, including its attorneys and or accountants, in connection with transitioning her responsibilities and any potential, threatened potential or actual litigation, arbitrations, claims, or other real or potential disputes, proceedings, or internal or government investigations (“Proceedings”), which directly or indirectly involve any Company Entityinvolves Company. Employee agrees to be reasonably available to appear as a witness voluntarily, upon the Company’s request, regardless of whether served with a subpoena, and be reasonably available to attend depositions, court proceedingsconsultations, consultations or meetings regarding any such Proceedings, litigation or potential litigation as requested by the Company. The Company acknowledges that these efforts, if necessary, will impose on Employee’s time and would likely interfere with other commitments Employee may have in the future. Consequently, the Company shall attempt to schedule such depositions, court proceedingsconsultations, consultations or meetings in coordination with Employee’s schedule, but Employee recognizes that any such scheduling of certain court proceedings, including depositions, may be beyond the Company’s control. Likewise, the Company agrees to compensate Employee for her Employee’s time hereunder at a rate of one hundred percent (100%) of Employee’s base salary as of the Separation Date pro-rated equal to an hourly rate, $100.00 per hour for actual time spent traveling to and from and attending such depositions, consultations consultations, or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. The Company also agrees to reimburse Employee for the out-of-pocket expenditures actually and reasonably incurred by Employee in connection with the performance of the services contemplated by this Subsection III(B)Section IV, including hotel accommodations, air farefare transportation, transportation and meals meals, consistent with the Company’s generally-applicable expense reimbursement policies. Any It is expressly understood by the parties that any compensation paid by the Company to Employee under this Subsection III(B) Section IV shall be in exchange for Employee’s time only and is not agreed, intended, or understood to be dependent upon the character or content of any information Employee discloses with respect to in good faith in any such Proceedingsproceedings, consultations, or meetings.

Future Conduct. Employee ▇▇▇▇▇▇ agrees not to engage in any form of conduct, or make any statements or representations, that are untruthful or disparage or otherwise harm or potentially harm the reputation, goodwill good will or commercial interests of any Company Entity or any current, past or future director, employee or manager of any Company Entity. This includes, but is not limited to, statements or representations to the press or other mediaits management. In addition, Employee ▇▇▇▇▇▇ agrees to cooperate fully with the Company, including its attorneys and or accountants, in connection with transitioning her responsibilities and any potential, threatened potential or actual litigation, arbitrations, claims, other real or potential disputes, proceedingsinternal investigations, or internal or government investigations (“Proceedings”)investigations, which directly or indirectly involve involves Company or any Company Entity. Employee ▇▇▇▇▇▇ agrees to appear as a witness voluntarily, upon the Company’s request, regardless of whether served with a subpoena, and be available to attend depositions, court proceedings, consultations or meetings regarding any such Proceedingsinvestigations, litigation or potential litigation, as requested by the Company. The Company acknowledges that these efforts, if necessary, will impose on Employee’s ▇▇▇▇▇▇’▇ time and would likely interfere with other commitments Employee ▇▇▇▇▇▇ may have in the future. Consequently, the Company shall attempt to schedule such depositions, court proceedings, consultations or meetings in coordination with Employee’s ▇▇▇▇▇▇’▇ schedule, but Employee ▇▇▇▇▇▇ recognizes that any such scheduling of certain court proceedings, including depositions and trials, may be beyond the Company’s control. Likewise, the Company agrees to compensate Employee ▇▇▇▇▇▇ for her ▇▇▇▇▇▇’▇ time hereunder at a rate of one hundred percent (100%) of Employee’s ▇▇▇▇▇▇’▇ base salary as of the Separation Date pro-rated to stated as an hourly rate, for actual time spent traveling to and from and attending such depositions, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. The Company also agrees to reimburse Employee ▇▇▇▇▇▇ for the out-of-pocket expenditures actually and reasonably incurred by Employee ▇▇▇▇▇▇ in connection with the performance of the services contemplated by this Subsection III(B)Subsection, including hotel accommodations, air fare, transportation and meals consistent with the Company’s generally-applicable expense reimbursement policies. Any It is expressly understood by the parties that any compensation paid by the Company to Employee ▇▇▇▇▇▇ under this Subsection III(B) shall be in exchange for Employee’s ▇▇▇▇▇▇’▇ time and is not intended or understood to be dependent upon the character or content of any information Employee ▇▇▇▇▇▇ discloses with respect to in good faith in any such Proceedingsproceedings, meetings or consultation.

Future Conduct. Employee agrees (a) Prior to the Company’s public disclosure of this Agreement, you agree to keep its existence and terms (“Agreement-Related Information”) in the strictest confidence and not reveal, unless legally compelled to engage do so, any Agreement-Related Information to any persons except your immediate family, your attorney, accountant and your financial advisors (provided that they first agree for the benefit of the Company to keep Agreement-Related Information confidential), as well as taxing authorities and any agency that provides unemployment compensation. Nothing in this Section 7 shall be construed to prevent you from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Notably, however, nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. (b) You agree that neither you nor anyone acting at your request or on your behalf will disparage, defame, criticize or comment in any form negative manner on the business, employment or personnel practices of conduct, or make any statements or representations, that are untruthful or disparage or otherwise harm or potentially harm the reputation, goodwill or commercial interests of any Company Entity or any current, past or future director, employee or manager of any Company Entity. This includes, but is not limited to, statements or representations to the press or other media. In addition, Employee agrees to cooperate fully with the Company, its parent or any of their subsidiaries or affiliates, or any of their current, former or future officers, directors, shareholders, investors, employees, representatives, agents or attorneys, except if testifying truthfully under oath pursuant to a lawful court order or subpoena or if participating in a federal, state or local agency proceeding. If you receive such a court order or subpoena, you or your attorney must provide the Company with a copy of such court order or subpoena within two (2) business days of your receipt of it, notify the Company of the content of any testimony or information to be provided and provide the Company with copies of all documents to be produced. Regardless of the foregoing paragraph, however, nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. (c) You represent that no charges, complaints or actions of any kind have been filed by you or on your behalf against the Company or any of its subsidiaries or affiliates with any federal, state or local court or agency. Nothing in this Agreement or the release and waiver of claims contained in Sections 4 and 5 shall be construed to preclude you from filing a charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) or equivalent state or local agency, participating in or cooperating with an investigation or proceeding by the EEOC or equivalent state or local agency, or providing testimony in any proceeding before the EEOC or equivalent state or local agency. You agree that you will not be entitled to any monetary or other relief from the EEOC, state or local agency or from any court as a result of litigation brought on the basis of or in connection with such charge, investigation or proceeding. Nothing in this Agreement prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures. (d) You agree to assist and cooperate with the Company and its attorneys and accountantsin connection with any proceeding brought against or by the Company, in connection with transitioning her responsibilities and any potential, threatened investigation of or actual litigation, arbitrations, claims, disputes, proceedings, or internal or government investigations (“Proceedings”), which directly or indirectly involve any Company Entity. Employee agrees to appear as a witness voluntarily, upon the Company’s request, regardless of whether served with a subpoena, and be available to attend depositions, court proceedings, consultations or meetings regarding any such Proceedings, as requested by the Company, or in connection with any matter relating to services performed by you on behalf of the Company. You further agree to perform all acts and sign and deliver any documents that may be necessary to carry out the provisions of this paragraph. The Company acknowledges that these effortswill reimburse you for reasonable expenses associated with this assistance. If you receive a subpoena for documents or other information from any person whose interests are adverse to the Company (or such person’s attorney), if necessaryyou or your attorney must provide the Company with a copy of such subpoena within two (2) business days of your receipt of it, will impose on Employee’s time notify the Company of the content of any testimony or information to be provided and would likely interfere provide the Company with other commitments Employee may have copies of all documents to be produced. Nothing in the futurethis paragraph is intended to preclude you from cooperating with or participating in any investigation by a federal, state or local agency. ConsequentlyFor purposes of this Section 7, written notice to the Company shall attempt to schedule such depositionsbe directed to: Chief Legal Officer, court proceedingsTripadvisor LLC, consultations or meetings in coordination with Employee’s schedule▇▇▇ ▇▇▇ ▇▇▇▇▇▇, but Employee recognizes that any such scheduling may be beyond the Company’s control. Likewise▇▇▇▇▇▇▇, the Company agrees to compensate Employee for her time hereunder at a rate of one hundred percent (100%) of Employee’s base salary as of the Separation Date pro-rated to an hourly rate, for actual time spent traveling to and from and attending such depositions, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. The Company also agrees to reimburse Employee for the out-of-pocket expenditures actually and reasonably incurred by Employee in connection with the performance of the services contemplated by this Subsection III(B), including hotel accommodations, air fare, transportation and meals consistent with the Company’s generally-applicable expense reimbursement policies. Any compensation paid by the Company to Employee under this Subsection III(B) shall be in exchange for Employee’s time and is not dependent upon the character or content of any information Employee discloses with respect to any such Proceedings▇▇ ▇▇▇▇▇.