Common use of Future Conduct Clause in Contracts

Future Conduct. (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 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 negative manner on the business, employment or personnel practices of 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 in connection with any proceeding brought against or by the Company, in connection with any investigation of or 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 will 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), you or your attorney must provide the Company with a copy of such 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. Nothing in this paragraph is intended to preclude you from cooperating with or participating in any investigation by a federal, state or local agency. For purposes of this Section 7, written notice to the Company shall be directed to: Chief Legal Officer, Tripadvisor LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Future Conduct. (a) Prior You agree to keep the Company’s public disclosure terms of this Agreement confidential and not to divulge the contents of this Agreement to any person other than to your immediate family February 26, 2013 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ January 25, 2013 (Revised 2/26/13) Page 7 of 11 members and attorneys (so long as each such person agrees to be bound by the confidential nature 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 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 court order or duly issued court order; provided that you provide the Company with advance written notice and a reasonable opportunity subpoena, or as necessary to contest complete tax returns, until such subpoena or court order. Notably, however, nothing in time as HeartWare makes this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such its contents public as harassment or discrimination or any it deems necessary to comply with its securities and other conduct that you have reason to believe is unlawfullegal obligations. (b) You agree that neither you nor anyone acting at your request or on your behalf will shall disparage, defame, criticize or comment in any negative manner on the business, employment or personnel practices of the Company, its parent HeartWare or any of their its subsidiaries or affiliates, or any of its or 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 proceedingsubpoena. If you receive such a court order or subpoena, you or your attorney must shall provide the Company HeartWare with a copy of such court order or subpoena within two (2) business days of your receipt of it, it and shall notify the Company HeartWare of the content of any testimony or information to be provided and provide the Company HeartWare with copies of all documents to be produced. Regardless of the foregoing paragraphHeartWare agrees that it will direct ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ to not disparage, howeverdefame, nothing criticize or comment in this agreement prevents you from discussing any negative manner about you, except if testifying truthfully under oath pursuant to a lawful court order 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 unlawfulsubpoena. (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 HeartWare with any federal, state or local court or agency. Nothing in this Agreement shall bar or the release and waiver of claims contained in Sections 4 and 5 shall be construed to preclude prohibit you from filing a charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) contacting, seeking assistance from 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 any federal 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 administrative 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 in connection with any proceeding brought against or extent permitted by the Company, in connection with any investigation of or 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 will 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), you or your attorney must provide the Company with a copy of such 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. Nothing in this paragraph is intended to preclude you from cooperating with or participating in any investigation by a applicable federal, state or and/or local agencylaw. For purposes of this Section 7However, written notice you nevertheless will be prohibited to the Company shall be directed to: Chief Legal Officer, Tripadvisor LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇fullest extent authorized by law from obtaining monetary damages in any agency proceeding in which you do so participate.

Future Conduct. (a) Prior to the Company’s public disclosure of this Agreement, you You agree to keep its the existence and terms of this Agreement (“Agreement-Related Information”) in the strictest confidence and not reveal, unless legally compelled to 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), and except as well as taxing authorities and any agency that provides necessary to complete tax returns or apply for unemployment compensationbenefits. 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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ November 16, 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.2021 (b) You agree that neither you nor anyone acting at your request or on your behalf will disparage, defame, criticize or comment in any negative manner on the business, employment or personnel practices of 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 Section 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 in connection with any proceeding brought against or by the Company, in connection with any investigation of or 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 will 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), you ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ November 16, 2021 or your attorney must provide the Company with a copy of such 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. Nothing in this paragraph is intended to preclude you from cooperating with or participating in any investigation by a federal, state or local agency. For purposes of this Section 7, written notice to the Company shall be directed to: Chief Legal Officer, Tripadvisor LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.