NON-EMPLOYMENT, NON-DISCLOSURE AND INVENTION ASSIGNMENT,

As a condition of my assignment to [Tesla entity] with registered address at [full address], its subsidiaries, successors or assigns (together
“Tesla” or “the Company”), who is being provided services by my employer, (“Supplier”), I agree to the following provisions
of this Non-Employment, Non-Disclosure, Invention Assignment and Arbitration Agreement (this “Agreement”):

1. NON-EMPLOYMENT WITH TESLA. I understand will bear the burden of proving by clear and convincing evidence
and acknowledge that my assignment to Tesla does not create an the applicability of this exclusion. This Agreement supplements,
employment relationship with Tesla. I also understand that any and does not supersede or diminish, any rights Tesla may have in
representation to the contrary is unauthorized and not valid unless law or equity with respect to the protection of trade secrets or
with Tesla’s express, prior, written-consent. Such consent on confidential or proprietary information.
behalf of Tesla may be granted only by a member of Tesla’s
Executive Team or one of their designees. I agree and 3. ASSIGNMENT OF INVENTIONS.
acknowledge that, for the duration of my assignment by Supplier
to the Company, I will not make any representation identifying 3.1 Proprietary Rights. The term “Proprietary
myself as an employee of the Company. As a condition of my Rights” means all forms intellectual property rights worldwide,
assignment to the Company, I agree that I will not represent in any including all rights in (a) patents, patent applications, patent
future claim, litigation, or arbitration, that my assignment to the disclosures, and inventions (whether patentable or not); (b)
Company created an employment relationship. trademarks, service marks, trade dress, trade names, logos,
corporate names, Internet domain names, and registrations and
I also agree that to the extent I have any questions, applications for the registration for any of them, together with all
concerns or complaints about my wages, conditions or terms of goodwill associated with any of them, (c) copyrights and
employment, I will raise them directly with Supplier, my copyrightable works (including computer programs and mask
employer. Because the Supplier is my employer, I acknowledge works) and registrations and applications for registration, (d) trade
that I am required to report all job-related injuries or illnesses to secrets, know-how, and other confidential or proprietary
the Supplier. information, (e) waivable or assignable rights of publicity and
waivable or assignable Moral Rights, (f) unregistered and
Policies. Even though the Supplier is my employer, I registered design rights and any applications for registration and
agree to comply with both the Supplier and Tesla’s rules of (g) database rights.
conduct, including but not limited to: the Anti-Discrimination and
Anti-Harassment Policies (attached hereto as Exhibit C), any 3.2 Moral Rights. The term “Moral Rights” means
safety policies (including wearing appropriate PPE), drug and any rights to claim authorship of or credit on any Company
alcohol policies, other workplace policies and codes of business Inventions (defined below), to object to or prevent the
conduct. If I experience any discrimination or harassment by modification or destruction of any Company Inventions, or to
someone who is also employed by the Supplier, I agree to raise withdraw from circulation or control the publication or
those concerns with the Supplier. If I experience any distribution of any Company Inventions, and any similar right,
discrimination or harassment by an employee of Tesla or a existing under judicial or statutory law of any country or
contractor of another company, I agree to raise those concerns to subdivision thereof in the world, or under any treaty, regardless of
both the Supplier and Tesla. I agree that if I notice any safety whether or not such right is denominated or generally referred to
concerns during my assignment on Tesla property I will as a “moral right.”
immediately report them to Tesla at ehs@tesla.com.
3.3 Inventions. The term “Inventions” means any
2. PROPRIETARY INFORMATION. At all times idea, concept, discovery, invention, development, research,
during my contractor relationship and thereafter, I will hold in technology, work of authorship, trade secret, software, firmware,
strictest confidence and will not disclose, use, lecture upon or content, audiovisual material, tool, process, technique, know-how,
publish any of Tesla’s Proprietary Information (defined below), data, plan, device, apparatus, specification, design, prototype,
except as such disclosure, use or publication may be required in circuit, layout, mask work, algorithm, program, code,
connection with and to fulfill my work for Tesla, or unless an documentation, or other material or information, tangible or
officer of Tesla has expressly authorized such in writing. intangible, whether or not it may be patented, copyrighted,
“Proprietary Information” means all information, in whatever trademarked, or otherwise protected (including all versions,
form and format, to which I have access by virtue of and in the modifications, enhancements, improvements, and derivative
course of my contractor assignment with Tesla. Proprietary works thereof).
Information includes without limitation technical data, trade
secrets, know-how, research and development, products, features, 3.4 Prior Inventions. I have set forth on Exhibit A,
concepts, ideas, plans, designs, formulas, methods, processes, PRIOR INVENTIONS DISCLOSURE, to this Agreement a
discoveries, improvements, source and object codes, data, complete list of all inventions that I have, alone or jointly with
programs, lists of or information relating to, employees, suppliers, others, conceived, developed, or reduced to practice prior to the
and customers, financial information and other business commencement of my contract relationship with Tesla, that I
information, Inventions, and works of authorship. consider to be my property or the property of third parties and that
Notwithstanding the foregoing, Proprietary Information excludes I wish to have excluded from the scope of this Agreement
any information that is or lawfully becomes part of the public (collectively referred to as “Prior Inventions”). If no such
domain. I agree that, in any dispute related to this Agreement, I disclosure is attached, I represent that there are no Prior
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Inventions. If, in the course of my contract relationship with Tesla, relating to Company Inventions. My obligations under this
I incorporate a Prior Invention into a Company product, process, paragraph will continue beyond the termination of my contractor
or machine, Tesla is hereby granted a nonexclusive, royalty-free, relationship with Tesla for any reason, provided that Tesla will
irrevocable, perpetual, worldwide license (with rights to compensate me at a reasonable rate after such termination for time
sublicense through multiple tiers of sublicensees) to make, have or expenses actually spent by me at Tesla’s request on such
made, modify, use, copy, distribute, import, offer to sell, and sell assistance.
such Prior Invention. I represent to Tesla that I own sufficient
rights to make the grant in the preceding sentence. 4. RECORDS. I agree to keep and maintain adequate and
Notwithstanding the foregoing, I agree that I will not incorporate, current written records of all Inventions made by me during the
or permit to be incorporated, Prior Inventions in any Company period of my contractor relationship at Tesla, which records will
Inventions without Tesla’s prior written consent. This provision be available to and remain the sole property of Tesla at all times.
shall not apply to an invention that you developed entirely on your I will promptly disclose all such Inventions in writing to Tesla and
own without using Supplier’s or Tesla’s equipment, supplies, will supplement any such disclosures to the extent Tesla may
facilities, or trade secret information except for those inventions request. If I have any doubt as to whether or not to disclose an
that either: (1) related at the time of conception or reduction to Invention to Tesla, I will disclose it.
practice of the invention to Supplier’s or Company’s business, or
actual or demonstrably anticipated research or development of the 5. RETURN OF COMPANY RECORDS. Upon the
Supplier or Tesla, or (2) result from any work performed by you termination of my contracting relationship for any reason, or at
for Supplier or Tesla. such earlier time as Tesla may request, I will immediately return
to Tesla all originals and copies of all Proprietary Information and
3.6 Assignment of Inventions. I hereby assign to other property of Tesla in my possession, custody or control or to
Tesla all my rights, titles and interests, including Proprietary which I may have access, including all records referred to in
Rights, in and to any and all Inventions that (i) are developed using Section 4 above, regardless of the form or format of the
equipment, supplies, facilities, trade secrets, or Proprietary information or property or the storage medium (e.g., internal or
Information of Tesla, (ii) result from work performed by me for external hard drives, solid-state drives, USB flash drives, flash
Tesla, or (iii) relate at the time of conception or reduction to memory cards, cloud storage, or personal electronic devices).
practice of the invention to Tesla’s business, or actual or
demonstrably anticipated research and development of Tesla (the 6. NO CONFLICTING OBLIGATIONS. I represent that
“Company Inventions”). I hereby irrevocably transfer and assign, my performance of this Agreement and as a contractor of Tesla
to Tesla all Proprietary Rights and Moral Rights in or with respect does not and will not breach any agreement to keep in confidence
to any Company Inventions. I forever waive and agree never to information acquired by me in confidence or in trust prior to my
assert any and all Moral Rights I may have in or with respect to contracting relationship with Tesla. Without limiting the
any Company Inventions, even after termination of my work on foregoing, I agree that during my contractor relationship with
behalf of Tesla. Tesla I will not improperly use or disclose any confidential
information or trade secrets of any person to whom I have an
3.7 Obligation to Keep Company Informed. obligation of confidentiality such as a former employer or
During the period of my contractor relationship and for twelve contractor; I will not bring onto the premises of Tesla any
(12) months after the termination of my contractor relationship unpublished documents or any property belonging to any person
with Tesla, I will promptly and fully disclose in writing to Tesla to whom I have an obligation of confidentiality unless consented
all Inventions authored, conceived, or reduced to practice by me, to in writing by that person; and I will use in the performance of
either alone or jointly with others, in connection with, derived my duties only information which is generally known and used by
from, or as a result of the contract work performed by me during persons with training and experience comparable to my own, is
my contractor relationship with Tesla, or any Proprietary common knowledge in the industry or otherwise in the public
Information to which I had access during or as a result of my domain, or is otherwise provided or developed by Tesla. I have not
contractor relationship with Tesla. In addition, I acknowledge and entered into and will not enter into any agreement or
agree that all patent applications for such Inventions that are filed understanding, either written or oral, in conflict with my
by me or on my behalf, whether during my contract relationship obligations to Tesla.
or after my contract relationship, are subject to this Agreement,
and are hereby assigned by me to Tesla. 7. LEGAL AND EQUITABLE REMEDIES. I
acknowledge and agree that violation of this Agreement by me
3.8 Notice to Third Parties. During and after the will cause Tesla irreparable harm for which monetary damages
term of my contractor assignment, Tesla may, with or without would not provide an adequate remedy and that Tesla will
prior notice to me, notify third parties of my agreements and therefore have the right to enforce this Agreement and any of its
obligations under this Agreement. I understand and agree that I provisions by injunction, specific performance, or other equitable
have no confidentiality interest in this Agreement or its subject relief, without proof of actual damages or the posting of any bond
matter. or other security, and without prejudice to any other rights and
remedies that Tesla may have for a breach of this Agreement.
3.9 Assistance. I agree to assist in every proper way
and to execute those documents and to take such acts as are 8. NOTICES. Any notices required or permitted hereunder
reasonably requested by Tesla to obtain, sustain, and from time to shall be given to the appropriate party at Tesla’s corporate
time enforce patents, copyrights, and other rights and protections headquarters or at such other address as the party shall specify in
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writing. Such notice shall be deemed given upon personal delivery 14. GENERAL PROVISIONS.
to the appropriate address or, if sent by certified or registered mail,
three (3) days after the date of mailing. 14.1 Tesla, Supplier and their Affiliates are intended
third-party beneficiaries of this agreement. There are no other
9. CONTRACTOR RELATIONSHIP. I understand and third-party beneficiaries of this Agreement other than Company
agree that nothing in this Agreement shall confer any right with and their Affiliates. It is expressly agreed to and understood by the
respect to continuation of contractor relationship, nor shall it parties that this Agreement confers rights and remedies upon
interfere in any way with my right or Tesla’s right to end my Tesla, Supplier and their Affiliates, including the right to enforce
contractor relationship at any time, with or without cause. the terms of the Agreement. I understand and agree that my breach
of this agreement may aggrieve, injure, and damage Tesla,
10. NON-SOLICITATION. Supplier and their Affiliates. “Affiliate” means with respect to an
entity, any other entity or person controlling, controlled by, or
10.1 During and after the termination of my contract with under common control with, such entity. For purposes of this
Tesla, I will not directly or indirectly solicit or otherwise take definition, "control" means possessing, directly or indirectly, the
away customers or suppliers of Tesla if, in so doing, I use or power to direct or cause the direction of the management, policies
disclose any of Tesla’s trade secrets. or operations of an entity, whether through ownership of voting
securities, by contract or otherwise.
10.2 I acknowledge that Tesla has invested, and will
continue to invest, significant time and money to recruit and retain 14.2 If any provision of this Agreement is found to
its employees. I recognize that in the course of my contractor be excessively broad as to duration, geographical scope, activity
relationship I have obtained or will obtain valuable information or subject, such provision shall be construed or reformed by
about Tesla’s employees and contractors, and their respective limiting and reducing it to the extent required to render it
talents and areas of expertise. enforceable under applicable law. If any provision of this
Agreement is found to be invalid, illegal or unenforceable and
10.2.1 I agree that during the term of my cannot be construed so as to render it enforceable, such invalidity,
contractor relationship and for twelve (12) months thereafter, I illegality or unenforceability shall not affect any other provision
will not directly or indirectly, for my own account or for others, of this Agreement, and this Agreement shall be construed as if
solicit (or assist another in soliciting) for employment or for the such invalid, illegal or unenforceable provision had never been
performance of services any Company employee or contractor contained herein. This Agreement shall not be construed to
with whom I had contact or of whom I became aware during the prohibit or otherwise restrict me, as a contractor of Company from
period of my contractor relationship. Nor will I, for my account or lawfully reporting wrongdoing to a designated investigative or law
for others, in any way induce or attempt to induce any such enforcement representative of a federal department or agency
individual to terminate his or her employment by or performance authorized to receive such information under any procurement
of services for Tesla. contract.

10.2.2 During and after the termination of my 14.4 My obligations under this Agreement will
contractor relationship with Tesla, I will not directly or indirectly survive the termination of my contractor relationship and any
hire or otherwise take away any of Tesla’s employees (as an assignment of this Agreement by Tesla to any successor in interest
employee or an independent contractor) if, in so doing, I use or or other assignee. I am prohibited from assigning any of my rights
disclose any of Tesla’s trade secrets, including without limitation or obligations under this Agreement without Company’s prior,
the non-public names and addresses of Tesla’s employees and/or written consent, and any attempt to do so will be void. This
other confidential information related to them, including their Agreement will be binding upon my permitted assigns, successors,
skills, experience, current projects or assignments for Tesla and heirs, executors, administrators and other legal representatives and
specialized experience in Company technology and Inventions. will be for the benefit of Tesla and its Affiliates, their successors,
and their assigns. Tesla and its Affiliates may assign any of their
12. CONFLICT OF INTEREST GUIDELINES. I agree to rights or obligations under this Agreement.
diligently adhere to all policies of Tesla applicable to contractors,
including Tesla’s insider’s trading policies and the Conflict of 14.5 No waiver by Tesla or Supplier of any breach of
Interest Guidelines attached as Exhibit B hereto, which may be this Agreement shall be a waiver of any preceding or succeeding
revised from time to time during my contractor assignment. breach. No waiver by Tesla or Supplier of any right under this
Agreement shall be construed as a waiver of any other right. No
13. CHOICE OF LAW AND JURISDICTION. This failure or delay by Tesla or Supplier in exercising any right will
Agreement will be governed by and construed according to the be deemed a waiver of such right, and no waiver of any right by
laws of the jurisdiction, in which I am assigned to work in by Tesla or Supplier will be effective unless the waiver is made
Supplier at Tesla. I agree to submit to the jurisdiction of, and the expressly and in writing and signed by an authorized
exclusive jurisdiction over and venue for any action or proceeding representative of Tesla.
arising out of or relating to this Agreement shall lie, in the courts
located in the jurisdiction, in which I am assigned to work in by 14.6 This Agreement is the final, complete and
Supplier at Tesla. exclusive agreement of the parties with respect to the subject
matter hereof and supersedes and merges all prior or
contemporaneous discussions or agreements between us regarding

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such subject matter. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the party to be
charged.

14.7 Any subsequent change or changes in my

contractor duties or my assignment will not affect the validity or
scope of this Agreement. This Agreement shall be effective as of
the first day of my contractor assignment with Tesla.

14.8 This Agreement may be executed in

counterparts and by facsimile, digitally scanned signature, and or
electronic signature, and each counterpart and facsimile and or
electronic signatures shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the
part of each of the undersigned.

I HAVE READ THIS DOCUMENT CAREFULLY (INCLUDING EXHIBITS

A, B, AND C) AND I UNDERSTAND AND VOLUNTARILY ACCEPT ITS
TERMS.

Signature: __________________________________________

Print name: _________________________________________

Date: ______________________________________________

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 Exhibit A

TO: [Tesla entity]

FROM:

DATE:

SUBJECT: Prior Invention

1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements that
have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement
by Tesla:

Additional sheets attached.

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect
to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect
to which I owe to the following party(ies):

Invention or Improvement Party(ies) Relationship

1.

2.

3.

Additional sheets attached.

*** WARNING - If you sign (or eSign) this document and do not fill in anything in sections 1 or 2 on Exhibit A, we
assume that you do not have any inventions.

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 Exhibit B

CONFLICT OF INTEREST GUIDELINES

It is Tesla’s policy to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the
highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities
that are in conflict, or give the appearance of being in conflict, with these principles and with the best interests of Tesla as
long as they maintain an active relationship with Company. The following is a non-exhaustive list and does not serve to
modify or displace the obligations Tesla’s employees and independent contractors may owe to Tesla under applicable statutory
or common law. The following are potentially compromising situations that must be avoided:

1. Revealing proprietary information to outsiders or misusing proprietary information. Unauthorized

divulging of information is a violation of this policy whether or not for personal gain and whether or not
harm to Tesla is intended. (The Non-Employment, Non-Disclosure and Invention Assignment elaborates
on this principle, is a binding agreement, and is controlling on this subject.)

2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to
constitute undue influence or otherwise be improper or embarrassing to Tesla.

3. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there
is a family relationship or where there is or appears to be a personal or social involvement influencing such
decisions.

4. Initiating or approving any form of personal or social harassment of employees, contractors, vendors, or
customers.

5. Investing in or holding outside directorship in suppliers, customers, or competing companies, including

financial speculations, where such investment or directorship might influence in any manner a decision or
course of action of Tesla.

6. Borrowing from or lending to employees, customers, or suppliers.

7. Acquiring real estate of interest to Tesla.

8. Improperly using or disclosing to Tesla any proprietary information or trade secrets of any former or concurrent
employer or other person or entity with whom obligations of confidentiality exist.

9. Making any unlawful agreement with distributors with respect to prices.

10. Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other
person or entity.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with these
guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of
interest policy may result in discharge without warning.

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 Exhibit C

Policy Against Discrimination &

Harassment in the Workplace

Policy Statement

At Tesla we believe it’s essential to provide all employees with a respectful and safe working environment. As a result, we
don’t tolerate discrimination, harassment or any mistreatment of employees in the workplace or work-related situations,
whether based on a protected class under applicable law or otherwise.

Because the intent of this Policy Against Discrimination & Harassment (the “Policy”) is to deter conduct that is unwanted,
unreasonable, and demeaning, Tesla may consider an employee’s conduct to be in violation of this Policy even if it falls short
of unlawful conduct under applicable law. When determining whether conduct violates this Policy, we consider whether a
reasonable person could conclude that the conduct created an intimidating, hostile, degrading or demeaning environment.

This Policy applies to everyone who works for Tesla and any of its subsidiaries. Everyone – including individual contributors
and people managers – is responsible for following and upholding this Policy. Additionally, we don’t tolerate conduct in
violation of this Policy by employees towards non-employees (e.g., contingent workers or contractors, guests, vendors, and
customers), nor do we tolerate such conduct by non-employees towards employees.

Protection Against Discrimination

Discrimination means treating people differently, whether an employee or a candidate for employment, because of a person’s
status in a protected class under applicable law, including: race, color, ethnic or national origin; age; religion or religious creed
(or belief, where applicable); sex, including pregnancy, childbirth, breastfeeding, or related medical conditions; sexual
orientation; gender, gender identity, gender expression, transgender status, or sexual stereotypes; nationality, immigration
status, citizenship, or ancestry; marital status; protected military or veteran status; physical or mental disability, medical
condition, genetic information or characteristics (or those of a family member); political views or activity; status as a victim of
domestic violence, sexual assault or stalking; or any other basis prohibited under local rules and regulations(“Protected
Classes”).
Discrimination can also occur where a requirement, qualification or factor exists that is not obviously discriminatory but results
in the exclusion, restriction or preference of a person because they are a member (or are not a member) of a Protected Class.

Tesla commits to ensuring every employee and candidate for employment is free from discrimination in respect of employment
or prospective employment with the Company. This applies to all phases of the employment relationship including, but not
limited to, promotion, demotion, discipline, advertising, layoff, termination, compensation, selection and training.

Protection Against Harassment

Harassment, including sexual harassment, means any unwelcome verbal or physical conduct based on any protected class when:
 The behavior can reasonably be considered to adversely affect the work environment; or
 An employment decision affecting the employee is based upon the employee's acceptance or rejection of such conduct.

Examples of Sexual Harassment

 Offensive sexually-oriented verbal “kidding,” jokes, derogatory sexual comments, or abuse;
 Unwelcome expressions of a sexual nature, including comments about a person’s body, dress, clothes, or sexual
activities;
 Pressure for sexual activity;
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  Offensive physical contact such as touching, patting, punching, and repeated brushing against another person’s body;
 Sexually suggestive objects, pictures, recordings, or computer communications, including pornography and sexually
suggestive cartoons; and
 Demand for sexual favors, accompanied by implied or overt promises of preferential treatment or threats concerning
an employee’s employment status.

Sexual harassment can happen regardless of the individuals’ gender, gender identity, or gender expression and can, for example,
occur between same-sex individuals as well as between opposite-sex individuals, and does not require that the harassing
conduct be motivated by sexual desire.

Examples of Other Types of Prohibited Harassment

 Verbal abuse based on a person’s protected-class status;
 Visual conduct such as derogatory posters, photographs, cartoons, drawings or gestures; and
 Written communications containing statements or images that may be offensive to individuals in a protected group,
such as racial, ethnic, religious, or age-based stereotypes or caricatures.

These lists of examples are not exhaustive, and there may be other behaviors that constitute unacceptable behavior under this
Policy.

“I was joking” or “I didn’t mean it that way” are not defenses to allegations of harassment. Nor is being under the influence of
alcohol or other substances. This Policy applies to conduct at work and at work-related social events, office parties, off-sites,
and customer entertainment events. Employees are expected to be particularly careful about what they say and do in these
circumstances. Harassment does not include a reasonable action taken by Tesla relating to the supervision and direction of an
employee or the workplace.

You do not need to be the subject of the conduct to be negatively impacted; rather, it is sufficient for you to have personally
witnessed such offensive conduct.

Protection Against Bullying

Tesla does not tolerate abusive conduct, bullying or other intimidating or aggressive behavior among employees or others
covered by this Policy, whether it is based on a Protected Class or not.

Bullying can include malicious, deliberate, hurtful mistreatment of employees driven by a desire to control that involves
repeated acts of humiliation, intimidation and sabotage of performance.
Examples of Bullying
 Intentionally excluding someone from normal workplace conversations and making them
feel unwelcome
 Social bantering or teasing
 Verbal abuse, humiliation or constant criticism
 Yelling, shouting and screaming
 Stealing credit for work performed by others
 Threats
 Insults and behind the back put-downs
 Exclusion or isolation

This list of examples is not exhaustive, and there may be other behaviors that constitute unacceptable behavior under this
Policy.

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“Open Floor” Policy and Resolving Concerns

Since its earliest days, Tesla has been built upon a culture of open communication. Over the years, as Tesla has grown as a
company, we’ve worked to maintain this core value. Quite simply, we believe that raising matters openly and discussing them
freely is the best way to solve problems and ensure a healthy, fulfilling, productive and amicable workplace.

Employees have the right to freely discuss their wages, benefits and terms and conditions of employment, and to raise
complaints internally or externally. Tesla encourages you to bring any concerns or complaints you may have to any member of
management. This open communication is a reality at Tesla and your concerns will be given attention as promptly as possible.

While the open floor policy is available to all employees at any time, we all have a role to play in ensuring we maintain a
respectful and safe workplace. To this end, any employee who is subjected to, a witness of, or has knowledge of, any conduct
that violates this Policy, should immediately report the conduct. Members of management will be subject to discipline for
failing to report in a timely manner.

You can report good faith concerns to your supervisor/manager or HR Partner. If you prefer to report another way, the Integrity
Line is available 24 hours a day, 7 days a week, allowing you to report concerns anonymously and without fear of retaliation.
You can make a toll-free call to the Integrity Line at 1 (800) 461-9330 or submit a report through the Integrity Line
webpage available on the Intranet. You should be aware, however, that submitting a complaint anonymously may limit
Tesla’s ability to fully and meaningfully investigate a complaint under this Policy.

Workplace Investigation Process

An incident or complaint of potential or actual conduct in violation of this Policy will be investigated promptly and impartially
in a manner appropriate to the circumstances. This may include an internal investigation conducted by an investigator or
investigation team as determined by management, or the use of external resources.
During the investigation, Tesla may temporarily reassign, or place on administrative leave, either or both of the impacted party
and individual who is the subject of the complaint or incident.
How to Participate
The investigator(s) may undertake some or all of the following procedures as deemed appropriate in the circumstances:
 Review the allegations
 Conduct interview(s) of the reporting party, impacted party, potential witnesses, the subject
of the complaint, or anyone with relevant information
 Collect and review documents
 Review the workplace or sites of the incident

All persons to whom a complaint is made or who learn of a complaint as part of a Company investigation must do everything
reasonably possible to keep the complaint confidential to preserve the integrity of the investigation while it is ongoing, to help
to ensure fairness to all involved, and to help to protect the privacy of employees who have brought complaints or are accused
of misconduct. Employees must cooperate and provide truthful information in an investigation.

Participating in a workplace investigation does not guarantee absolute confidentiality nor is it intended to curtail employee
rights under the law to discuss work-related matters. Disclosure of information learned through the complaint process and the
investigation will be limited to disclosures that are necessary for the Company to fulfill its legal obligations to investigate and
take prompt action to end the prohibited conduct described in this Policy, including to those with a need to know.

What Happens Next

After conducting an investigation, the investigator(s) will make an objective assessment of whether there has been a violation
of this Policy. If Tesla determines that an employee’s conduct has violated this Policy, we will take steps to ensure the conduct
is effectively addressed, and any employee found to have engaged in any such conduct may be subject to discipline, up to and
including termination.

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The outcome of the investigation will be reported to the impacted party and the individual who is the subject of the complaint
or incident, provided they are each an employee. To protect the privacy of all individuals involved in the investigation, we may
only be able to share limited information.

Protection Against Retaliation

We recognize that employees may find it difficult to raise complaints, so we have a policy meant to encourage you to come
forward with your concerns in good faith without fear of retaliation. Tesla strictly prohibits any employee from retaliating
against another for participating in the complaint or investigation process.

Retaliation is when someone penalizes another person for any of the following:

 Reporting what you believe in good faith to be a violation of this Policy;

 Expressing an intent to report what you believe in good faith to be a violation of this Policy;
 Assisting another employee in reporting a violation of this Policy;
 Participating in good faith in any investigation under this Policy; or
 Requesting a reasonable accommodation in good faith.

Retaliating against an employee who made a complaint or otherwise participates in the investigation process in good faith is
grounds for discipline, up to and including termination.

Reasonable Accommodation

Tesla is further committed to providing reasonable accommodation, up to the point of undue hardship, to an employee who
may require accommodation because of his or her membership in one or more Protected Class.
Employees are required to participate in the accommodation process by providing Tesla with information necessary to facilitate
an appropriate accommodation and accepting reasonable accommodation offered by the Company. Failure to cooperate in the
accommodation process may result in the request for accommodation being denied.
If you believe you have been discriminated against or denied accommodation contrary to this Policy, you should report this
concern your HR Partner, without fear of retaliation.

Training and Education

Tesla is committed to continuing the training and education of all its employees and managers with respect to this Policy.
All Tesla people managers, including supervisors, are required to complete our mandatory harassment training, which provides
an overview of this Policy and applicable laws.
This Policy will be reviewed every year. All employees will be provided with access to a copy. All employees must
acknowledge that they have read and understood this policy.

Questions?

If you have questions about this Policy, please contact your HR Partner. If you don’t know who your HR Partner is, please
contact HR@tesla.com.

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Non-employee NDA EMEA – May 2019 v1