Discrimination Settlement Agreement

Discrimination Settlement Agreement

This Discrimination Settlement Agreement ("Agreement") is entered into as of the day of , , by and between Claimant Name: , Claimant Address: (hereinafter "Claimant"), and Employer Name: , Employer Address: (hereinafter "Employer"). Claimant alleges employment discrimination occurring on or about .

Recitals

WHEREAS, Claimant alleges that Employer engaged in conduct that constituted discrimination and/or wrongful employment practices arising from Claimant's employment with Employer; and

WHEREAS, Employer denies all allegations of unlawful conduct and liability but desires to compromise and fully resolve any and all disputes, claims, and demands that Claimant may have against Employer, its predecessors, successors, subsidiaries, affiliates, insurers, officers, directors, employees and agents (collectively, "Released Parties"); and

WHEREAS, the parties desire to settle and resolve fully and finally all claims between them without admission of liability pursuant to the terms set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Agreement, "Claims" means any and all claims, charges, causes of action, demands, suits, liabilities, obligations, damages, losses, costs and expenses, including attorneys' fees, whether known or unknown, accrued or unaccrued, asserted or unasserted, arising out of or related to Claimant's employment or separation from employment with Employer through the Effective Date, including but not limited to claims under any federal, state or local statute or common law theory of discrimination, retaliation, harassment, wrongful termination, breach of contract, or any other employment-related claim.

2. Consideration and Payment

In exchange for Claimant's execution of this Agreement and full performance of its terms, Employer agrees to pay Claimant a total settlement amount of (gross). Payment shall be made as follows: .

Employer shall issue such tax reporting documentation as required by applicable law. The parties agree that Claimant is solely responsible for any taxes, penalties or interest assessed on the settlement proceeds except as otherwise specified in this Agreement.

3. Release by Claimant

Upon receipt of the consideration set forth in Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, assigns and representatives, hereby fully and forever releases and discharges Released Parties from any and all Claims arising up to and including the Effective Date of this Agreement, including but not limited to claims of discrimination, harassment, retaliation, wrongful termination, breach of contract, emotional distress, and any statutory or common law claims related to Claimant's employment or separation from employment.

Notwithstanding the foregoing, this release does not apply to (a) claims that cannot be released as a matter of law; (b) rights to unemployment insurance benefits; or (c) rights to file a charge with governmental agencies, provided that Claimant waives the right to recover monetary relief from Employer in any administrative charge or civil action related to the released claims.

4. No Admission of Liability

This Agreement is a compromise of disputed claims and is not an admission of liability, wrongdoing or unlawful conduct by Employer or any Released Party. Neither this Agreement nor the furnishing of consideration shall be construed as an admission by Employer of any fault or unlawful conduct.

5. Confidentiality

Except as required by law or as otherwise provided in this Agreement, Claimant and Employer agree to keep the terms, amount and existence of this Agreement confidential and not to disclose such information to any third party. Notwithstanding the foregoing, Claimant may disclose the terms to Claimant's attorney, spouse, or tax advisor if such person is informed of the confidentiality obligations and agrees to keep the information confidential. The confidentiality obligation shall remain in effect for years following the Effective Date.

6. Non-Disparagement

Claimant agrees not to make any false or disparaging statements to any person or entity concerning Employer, its officers, employees, practices or business. Employer agrees that its officers and managers shall not make false or disparaging statements concerning Claimant. Nothing in this Section prevents truthful testimony under oath, communications required by law, or communications to an attorney or tax advisor consistent with Section 5.

7. Return of Property and Cooperation

Claimant represents that Claimant has returned or will promptly return all Employer property in Claimant's possession, including keys, confidential information, documents and electronic devices. Claimant agrees to cooperate reasonably with Employer in any internal or external investigation, provided such cooperation does not require Claimant to waive any rights protected by the Agreement.

8. Attorneys' Fees and Costs

Claimant represents whether Claimant is represented by counsel: Claimant is represented. If represented, counsel name: . Unless otherwise agreed in writing, each party shall bear its own attorneys' fees and costs, except where designated amounts for attorneys' fees are to be paid from the gross settlement as described here: .

9. Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Agreement; that the person signing on its behalf is authorized to do so; and that the person signing has read and understands the terms of this Agreement. Claimant further warrants that Claimant has not assigned any claim released by this Agreement to any third party.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles.

11. Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered in person, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or to such other address as either party may designate in writing.

12. Amendment and Waiver

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing signed by the party against whom enforcement is sought, and no waiver of any breach shall be deemed a waiver of any subsequent breach.

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent of the invalid provision.

14. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

15. Miscellaneous

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to consult with counsel, and that they enter into this Agreement voluntarily and without duress. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral.

If Claimant believes Employer has materially breached this Agreement, Claimant shall provide written notice to Employer specifying the alleged breach and allow Employer thirty (30) days to cure such breach if curable.

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