Fill and Sign the Employee Consultant Form

Release Agreement between Employer and Employee-at-will with Consultant’s Agreement for Employee to Continue Providing Services to Employer as Independent Contractor Agreement made and effective this       day of       , 20       , between       of       , (Name of Employee) (Street Address, City, County, State, Zip Code) referred to herein as Employee, and       , a corporation (Name of Employer) organized and existing under the laws of the state of       , with its (Name of State) principal office located at       , referred to herein as (Street Address, City, County, State, Zip Code) the Company. Whereas, Employee has been an employee for the Company since       ; and (Date) Whereas, Employee is resigning as an employee of the Company on       , and (Date) Company and Employee have agreed to amicably resolve any and all issues arising out of their employment relationship, with Employee to c ontinue providing services to employer as an independent contractor ; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. Employee acknowledges that Employee's employment will be terminated as a result of Employee's resignation effective       . (Date) 2. Nothing in this Agreement shall be construed to prevent Employee from participating in an investigation conducted by, any governmental agency, including, but not limited to, the United States Equal Employment Opportunity Commission (EEOC), or applicable state or city fair employment practices agency, to the extent required or permitted by law. However, Employee gives up the right to receive any relief whatsoever, including but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC or anyone else with respect to any claims released and waived in this Agreement. 3. Notwithstanding Paragraph 5 below, Employee understands and agrees that by signing this Agreement Employee is not releasing claims that relate to: A. Any claims arising after the date Employee signs this Agreement; B. Any claims for enforcement of this Agreement; C. Any rights or claims to workers' compensation or unemployment benefits; Release Agreement between Employer and Employee Page 1 of 10 D. Claims for accrued, vested benefits under any employee-benefit plan of the Company in accordance with the terms of such plans and applicable law; E. Any claims or rights which cannot be waived by law; or F. Any continuing rights for indemnification under any indemnification agreement, insurance policy or program of the Company or its affiliates, or charter or bylaws of the Company in effect as of       . (Date) 4. Employee, on behalf of himself, his heirs, executors, administrators, successors and assigns, voluntarily and unconditionally releases and waives his rights to pursue any and all legal claims, rights, debts, liabilities, demands, causes of action, obligations, complaints, grievances, losses, covenants, contracts, agreements, promises, damages, lawsuits or administrative proceedings in United States federal or state courts or administrative agencies, known or unknown, suspected or unsuspected, arising from the beginning of the world through the date of this Release Agreement, against the Company, its employee-benefits plans, parent, subsidiary or affiliated companies, or their respective present or former directors, officers, employees, agents and fiduciaries, including, but not limited to, any claims, lawsuits or administrative proceedings arising out of or in any way relating to Employee's employment with the Company, or termination or resignation from such employment. This release and waiver shall include, but is not limited to, any and all claims of unlawful employment discrimination in regard to citizenship, immigration status, national origin, gender, sexual orientation, religion, race, physical or mental disability, marital status or age, whether such claims may be brought pursuant to state or local law or the federal equal employment, fair employment, civil or human rights laws, codes, ordinances, or the laws of the United States, including, but not limited to, the Americans with Disabilities Act, the Worker Adjustment and Restraining Notification Act, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, Title VII of the Civil Rights Act, as amended, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act, as amended,       labor laws, any provisions of       (Name of State) 's (citation of statute) pertaining to hours of work or the payment of wages, including, but not limited to,       , any wage orders of       , (citation of statute) (Name of State Agency) and any and all claims arising out of his employment or lack of employment with the Company. This release and waiver shall further include, but not be limited to, all claims under local, state and federal law, including, but not limited to, wrongful employment termination, breach of express or implied contract of employment, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, express or implied tort, invasion of privacy, retaliation, breach of the covenant of good faith and fair dealing, or any other tort or contract claim, or other claims for punitive or compensatory damages relating in any manner whatsoever to Employee's employment or lack of employment with the Company. 5. With respect to any claim of age discrimination brought pursuant to the Age Discrimination in Employment Act, it is understood that Employee is waiving rights or claims Release Agreement between Employer and Employee Page 2 of 10 under the Act in a “knowing and voluntary” manner, in accordance with the meaning of those terms as set forth in 29 U.S.C.A. § 626(f)(1). In connection with such waiver, Employee, by signing this Agreement, acknowledges and represents that: A. Employee has been advised that he has had the opportunity to consult with an attorney in connection with the execution of this Agreement, and that he has had a period of up to 21 days in which to consider this Agreement, including his waiver of statutory rights for age discrimination under this Agreement; and B. In accordance with the provisions of 29 U.S.C.A. § 626(f)(1) , Employee shall have a period of seven days following the execution of this Agreement in which to revoke this Agreement by providing written notice of such revocation by hand or overnight courier service (e.g., FedEx, UPS) delivery to:       , (Name of Company) Attention:       , (Name)       , (Street Address)       . (city, state, zip code) 6. In further consideration of the Company's willingness to pay amounts provided for in this Agreement to which Employee is not otherwise entitled, Employee agrees: A. Not to make any critical or disparaging statements about the Company; B. Not to allege that the ending of Employee's employment relationship with the Company suggests any violation of law or Company policy; C. Not to engage in actions contrary to the interests of the Company except: (i) to pursue or enforce any rights reserved in Paragraph 3 above; or (ii) to the extent required by law; provided, however, that if Employee receives a subpoena or similar demand relating in any way to the Company, Employee shall promptly notify the Company so that the Company shall have the ability to seek an appropriate protective order prior to Employee making any disclosure in response to such subpoena or demand; D. Not to remove from the custody of the Company, any documents, facsimiles, computer tapes, disks or printouts, or other written or electronically produced information of a confidential nature; E. To return to the Company any Company property in Employee's possession or otherwise given to Employee for his use, including, but not limited to, credit cards, computers (laptops, desktops, PDAs, etc.), cell phones, keys, identification badges, Release Agreement between Employer and Employee Page 3 of 10 Company property, assets, manuals, notes, reports, agreements of any kind or nature belonging to or pertaining to the Company; F. To pay in full any outstanding balance on any corporate credit card issued to Employee; and G. To give to the Company all passwords and encryption keys for Company-related files which are password protected or encrypted. 7. Employee represents and warrants that neither he nor any other person or entity on his behalf has made or filed any complaint, charge, or grievance against the Company with any local, state or federal agency or department, including but not limited to the United States Department of Labor,       ,       , (Name of State Department of Labor) (Name of State Agency) or the Equal Employment Opportunity Commission. 8. This Agreement covers and includes all claims that Employee has against the Company, whether actually known or not, despite the fact that       may (citation of statute) provide otherwise. Each party waives all rights and benefits available to each of them in any capacity under the provisions of       , which provides: (citation of statute)                   (e.g., A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known must materially affect the settlement with the debtor.) 9. Employee affirms that, in making this Agreement, he is not relying on, and has not relied on, any representation or statement by the Company or its attorneys with respect to any facts surrounding the termination of his employment or rights he may have or assert in connection with such termination. Employee fully understands and warrants that if any fact on which he relied in executing this Agreement be found subsequently to be other than, or different from, the facts now believed by him to be true, Employee accepts and assumes the risk of such possible difference in fact and acknowledges that this Agreement shall be and remains effective notwithstanding any such difference in fact. 10. If Employee so notifies the Company in writing of his decision to revoke this Agreement within the revocation period, he will waive and forfeit any entitlement to the amounts identified in the Consulting Agreement , and the Company shall have no further obligation to make such payments to Employee. Both parties understand that Employee's decision to terminate this Agreement operates to terminate Employee's employment effective as of       . (Date) 11. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall supersede, cancel, or otherwise affect any provisions of any confidentiality, noncompetition or non-solicitation agreement and/or restrictive covenants in effect between Release Agreement between Employer and Employee Page 4 of 10 Employee and the Company which survive the termination of Employee's employment with Company. Employee further acknowledges the Company is and shall remain the sole owner of all rights, title, and ownership, intellectual property, and other interests in and to any and all inventions, original works of authorship, developments, discoveries, improvements, derivative works, algorithms, file layouts, formulas, computer programs, source or object code, compositions, trade secrets, designs, processes, techniques, know-how and data, innovations and ideas, whether or not patentable, including, but not limited to, information regarding products, procedures, methods, equipment, compositions, technology, formulas, research and development programs, sales methods, cost of production and overhead, customer lists, customer usages and requirements, and other confidential technical or business information, which Employee has solely or jointly conceived or developed or reduced to practice within the scope of his employment with the Company. Employee acknowledges that all original works of authorship which have been made by him, solely or jointly with others, within the scope of employment and which are protectable by copyright are works made for hire, as that term is defined in the United States Copyright Act of 1976, as amended. 12. Term. Commencing as of the Effective Date, and continuing for a period of       (Number) years, hereinafter called the Term, unless earlier terminated pursuant to Paragraph 4 hereof, the Consultant agrees that he will serve as a consultant to the Company. This Agreement may be renewed or extended for any period as may be agreed by the parties. 13. Duties and Services. A. Consultant's duties and responsibilities are set forth in detail in Schedule A, attached hereto and made a part hereof, collectively called the Duties or Services. B. Consultant agrees that during the Term he will devote up to       days per (Number) month to his Duties. The Company will periodically provide the Consultant with a schedule of the requested hours and responsibilities for the applicable period of time. The Duties will be scheduled on an as-needed basis. C. Consultant represents and warrants to the Company that he is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of his Duties. Consultant represents and warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which he performs Services concurrently with those performed herein. D. In performing the Services, Consultant shall comply, to the best of his knowledge, with all business conduct, regulatory and health and safety guidelines established by the Company for any governmental authority with respect to the Company’s business. 14. Consulting Fee. A . Subject to the provisions hereof, Company shall pay Consultant a consulting fee of $       for each hour of Services provided to the Company, hereinafter Release Agreement between Employer and Employee Page 5 of 10 called the Consulting Fee. The Consultant shall submit monthly, on the Company’s standard reporting form, a listing of his hours, the Duties performed and a summary of his activities. The Consulting Fee shall be paid within fifteen (15) days of the Company’s receipt of the report and invoice. B. Consultant shall be entitled to prompt reimbursement for all pre-approved expenses incurred in the performance of his Duties, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Company. C. Consultant agrees that all Services will be rendered by him as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, self- employment taxes due in respect of the Consulting Fee and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant. 15. Early Termination of the Term. A. If the Consultant voluntarily ceases performing his Duties, becomes physically or mentally unable to perform his Duties, or is terminated for cause, then, in each instance, the Consulting Fee shall cease and terminate as of such date. Any termination for cause shall be made in good faith by the Board of Directors of the Company. B. This Agreement may be terminated without cause by either party upon not less than thirty (30) days prior written notice by either party to the other. C. Upon termination under Sections IV-A or IV-B, neither party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this termination as noted in Section XVI hereof. Upon termination and, in any case, upon the Company’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof. 16. Restricted Activities . During the Term and for a period of one (1) year thereafter, Consultant will not, directly or indirectly: A. Solicit or request any employee of or consultant to the Company to leave the employ of or cease consulting for the Company; B. Solicit or request any employee of or consultant to the Company to join the employ of, or begin consulting for, any individual or entity that researches, develops, markets or sells products that compete with those of the Company; C. Solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of the Company, to employ or retain as a consultant any employee or consultant of the Company; or Release Agreement between Employer and Employee Page 6 of 10 D. Induce or attempt to induce any supplier or vendor of the Company to terminate or breach any written or oral agreement or understanding with the Company. VI. Proprietary Rights. A. Definitions. For the purposes of this Section VI, the terms set forth below shall have the following meanings: 1. Concept and Ideas. Those concepts and ideas disclosed by the Company to Consultant or which are first developed by Consultant during the course of the performance of Services hereunder and which relate to the Company' present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the Company. The Consultant shall have no publication rights and all of the same shall belong exclusively to the Company. 2. Confidential Information. For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Company including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, clinical protocols, equipment design, know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media containing or disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means. 3. Notwithstanding the foregoing, the term Confidential Information shall not include any information which: (i) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (ii) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosure of such information to Consultant by the Company; (iii) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant; or (iv) is supplied to Consultant by a third party without binder of secrecy, so long as that such third party has no obligation to the Company or any of its affiliated companies to maintain such information in confidence. B. Non - Disclosure to Third Parties. Except as required by Consultant's Duties, Consultant shall not, at any time now or in the future, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information, Concepts, or Ideas to any third party without the prior written consent of the Company which consent Release Agreement between Employer and Employee Page 7 of 10 may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Company. C. Documents, etc. All documents, diskettes, tapes, procedural manuals, guides, specifications, plans, drawings, designs and similar materials, lists of present, past or prospective customers, customer proposals, invitations to submit proposals, price lists and data relating to the pricing of the Company' products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), that come into Consultant's possession or control by reason of Consultant's performance of the relationship, whether prepared by Consultant or others: (i) are the property of the Company, (ii) will not be used by Consultant in any way other than in connection with the performance of his/her Duties, (iii) will not be provided or shown to any third party by Consultant, (iv) will not be removed from the Company's or Consultant’s premises (except as the duties of the Consultant requires), and (v) at the termination (for whatever reason), of Consultant's relationship with the Company, will be left with, or forthwith returned by Consultant to the Company. D. Patents, etc. The Consultant agrees that the Company is and shall remain the exclusive owner of the Confidential Information and Concepts and Ideas. Any interest in patents, patent applications, inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, know-how, data and analysis, whether registrable or not       , which Consultant, as a result of rendering (Developments) Services to the Company under this Agreement, may conceive or develop, shall: (i) forthwith be brought to the attention of the Company by Consultant and (ii) belong exclusively to the Company. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement. E. Assignment. The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultant will execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement. VII. Equitable Relief. Consultant agrees that any breach of Sections V and VI above by him would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Consultant's obligations hereunder. VIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and Release Agreement between Employer and Employee Page 8 of 10 effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. IX. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. X. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XI. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XIII. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIV. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XV. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XVI. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XVII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Release Agreement between Employer and Employee Page 9 of 10 WITNESS our signatures as of the day and date first above stated.       (Name of Employer) By: By: (Signature of Consultant ) (Signature of Officer)             (P rinted Name of Consultant) (P rinted Name & Office in Corporation) Attach Schedule Release Agreement between Employer and Employee Page 10 of 10