Common use of Future Conduct Clause in Contracts

Future Conduct. ▇▇▇▇▇▇ agrees not to engage in any form of conduct, or make any statements or representations, that disparage or otherwise harm the reputation, good will or commercial interests of any Company Entity or its management. In addition, ▇▇▇▇▇▇ agrees to cooperate fully with Company, including its attorneys or accountants, in connection with any potential or actual litigation, other real or potential disputes, internal investigations, or government investigations, which directly or indirectly involves Company or any Company Entity. ▇▇▇▇▇▇ agrees to appear as a witness voluntarily, upon Company’s request, regardless of whether served with a subpoena, and be available to attend depositions, court proceedings, consultations or meetings regarding investigations, litigation or potential litigation, as requested by Company. Company acknowledges that these efforts, if necessary, will impose on ▇▇▇▇▇▇’▇ time and would likely interfere with other commitments ▇▇▇▇▇▇ may have in the future. Consequently, Company shall attempt to schedule such depositions, court proceedings, consultations or meetings in coordination with ▇▇▇▇▇▇’▇ schedule, but ▇▇▇▇▇▇ recognizes that scheduling of certain court proceedings, including depositions and trials, may be beyond Company’s control. Likewise, Company agrees to compensate ▇▇▇▇▇▇ for ▇▇▇▇▇▇’▇ time hereunder at a rate of one hundred percent (100%) of ▇▇▇▇▇▇’▇ base salary as of the Separation Date 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. Company also agrees to reimburse ▇▇▇▇▇▇ for the out-of-pocket expenditures actually and reasonably incurred by ▇▇▇▇▇▇ in connection with the performance of the services contemplated by this Subsection, including hotel accommodations, air transportation and meals consistent with Company’s generally-applicable expense reimbursement policies. It is expressly understood by the parties that any compensation paid by Company to ▇▇▇▇▇▇ under this Subsection shall be in exchange for ▇▇▇▇▇▇’▇ time and is not intended or understood to be dependent upon the character or content of any information ▇▇▇▇▇▇ discloses in good faith in any such proceedings, meetings or consultation.

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 disparage or would otherwise harm the reputation, reputation or good will or commercial interests of any Company Entity or its managementmanagement or Employee. 2. In addition, ▇▇▇▇▇▇ Employee agrees to cooperate fully with Company, including its attorneys or accountants, in connection with any potential or actual litigation, or other real or potential disputes, internal investigations, or government investigations, which directly or indirectly involves Company or any Company EntityCompany. ▇▇▇▇▇▇ Employee agrees to be reasonably available to appear as a witness voluntarily, upon Company’s request, regardless of whether served with a subpoena, and be reasonably available to attend depositions, court proceedingsconsultations, consultations or meetings regarding investigations, litigation or potential litigation, litigation as requested by Company. 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, Company shall attempt to schedule such depositions, court proceedingsconsultations, consultations or meetings in coordination with ▇▇▇▇▇▇’▇ Employee’s schedule, but ▇▇▇▇▇▇ Employee recognizes that scheduling of certain court proceedings, including depositions and trialsdepositions, may be beyond Company’s control. Likewise, Company agrees to compensate ▇▇▇▇▇▇ Employee for ▇▇▇▇▇▇’▇ Employee’s time hereunder at a rate of one hundred percent (100%) of ▇▇▇▇▇▇’▇ base salary as of the Separation Date stated as an hourly rate, equal to $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. 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 SubsectionSection IV, including hotel accommodations, air transportation fare transportation, and meals meals, consistent with Company’s generally-applicable expense reimbursement policies. It is expressly understood by the parties that any compensation paid by Company to ▇▇▇▇▇▇ Employee under this Subsection Section IV shall be in exchange for ▇▇▇▇▇▇’▇ Employee’s time only and is not intended agreed, intended, or understood to be dependent upon the character or content of any information ▇▇▇▇▇▇ Employee discloses in good faith in any such proceedings, meetings consultations, or consultationmeetings.

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, good will goodwill or commercial interests of any Company Entity or its managementany 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 or and accountants, in connection with transitioning her responsibilities and any potential potential, threatened or actual litigation, other real or potential arbitrations, claims, disputes, internal investigationsproceedings, or internal or government investigationsinvestigations (“Proceedings”), which directly or indirectly involves Company or 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 investigations, litigation or potential litigationany 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 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 stated as 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 SubsectionSubsection III(B), including hotel accommodations, air fare, transportation and meals consistent with the Company’s generally-applicable expense reimbursement policies. It is expressly understood by the parties that any 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 in good faith in with respect to any such proceedings, meetings or consultationProceedings.