Employment Termination Release

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 , referred to herein as Employee, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Company.

Whereas, Employee has been an employee for the Company since ; and

Whereas, Employee is resigning as an employee of the Company on , and Company and Employee have agreed to amicably resolve any and all issues arising out of their employment relationship, with Employee to continue 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 .

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;

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 .

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...

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 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:

Attention:

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, 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, , 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 provide otherwise. Each party waives all rights and benefits available to each of them in any capacity under the provisions of , which provides:

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 .

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 Employee and the Company which survive the termination of Employee's employment with Company...

12. Term. Commencing as of the Effective Date, and continuing for a period of 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 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.

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 called the Consulting Fee.

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.

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.

B. This Agreement may be terminated without cause by either party upon not less than 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.

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

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.

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...

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 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 that come into Consultant's possession or control...

D. Patents, etc. 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 Services to the Company under this Agreement, may conceive or develop, shall belong exclusively to the Company.

E. Assignment. The Consultant hereby assigns and agrees to assign to the Company all of his/her right, title and interest in and to all Concepts, Ideas, and Developments.

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 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.

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 shall not be construed as subsequently waiving any such terms and conditions.

X. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

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 a reasonable sum for the successful party's attorney fees.

XIII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto.

XIV. Entire Agreement. This Agreement shall constitute the entire agreement between the parties.

XV. Modification of Agreement. Any modification of this Agreement shall be binding only if placed in writing and signed by each party.

XVI. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned without prior written consent.

XVII. Counterparts. This Agreement may be executed in any number of counterparts.

Attach Schedule