Legal Resignation Consent Form

LEGAL RESIGNATION CONSENT FORM

This Legal Resignation Consent Form (the "Agreement") is entered into between Employee Name: (the "Employee") and Employer Name: (the "Employer") as of Date: .

RECITALS

WHEREAS, Employee submitted notice of resignation to the Employer on Date of Notice: and has indicated an intended final day of work of Final Day of Work: ; and

WHEREAS, the Employer has reviewed the circumstances of the resignation and is willing to accept the resignation on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, obligations and any consideration relating to the resignation and mutual releases, if any.

NOW, THEREFORE

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

1. ACCEPTANCE OF RESIGNATION

1.1 Employer hereby consents to and accepts the resignation of Employee effective Effective Date: (the "Effective Date"). Employee represents that the Effective Date is his or her intended last date of employment and that Employee has not been coerced into resigning.

1.2 Resignation is asserted to be: voluntary    involuntary. Employee must initial to confirm status:

2. FINAL COMPENSATION AND BENEFITS

2.1 Final payment. Employer will pay Employee all earned but unpaid salary, wages and accrued but unused paid time off through the Effective Date. Payment shall be made on Final Payment Date: . If a specific separation payment is agreed, amount: $.

2.2 Benefits continuation. Employee may continue health insurance and other welfare benefits as permitted by plan terms at Employee's expense. Employer's obligation shall be limited to providing information necessary to effect any continuation.

3. RETURN OF PROPERTY

3.1 Employee shall, no later than Return of Property Date: , return all Employer property including but not limited to keys, identification badges, documents, devices, and confidential information. Description of any retained items or exceptions (if none, write "none"):

3.2 Employer may withhold any amounts otherwise owed to Employee to the extent permitted by law to reimburse Employer for unreturned property or previously advanced sums.

4. CONFIDENTIALITY AND NON-DISCLOSURE

4.1 Employee acknowledges Employee's continuing obligations, if any, under prior confidentiality, invention assignment or similar agreements. Employee agrees not to disclose Employer's trade secrets or confidential information obtained during employment except as required by law.

4.2 To the extent the parties agree to additional confidentiality consideration, the amount of such consideration is: $ and shall be paid in accordance with Section 2.1.

5. RELEASE AND LIMITED WAIVER

5.1 Subject to applicable law, Employee hereby releases the Employer, its affiliates, officers, agents and employees from any claims, liabilities, demands or causes of action of any nature arising out of or relating to Employee's employment or separation through the Effective Date, except for claims that cannot be waived as a matter of law.

5.2 Employee acknowledges that Employee has been given reasonable time to consider this release and has had the opportunity to seek independent counsel. Employee confirms whether a mutual release is included: Yes    No

6. NON-DISPARAGEMENT

6.1 The parties agree that they shall not make false or disparaging statements to third parties about one another. This clause does not limit truthful statements made under oath or as required by law.

6.2 If a make-whole remedy is agreed to for breach of non-disparagement, amount: $ (enter "0" if none).

7. REFERENCES AND COOPERATION

7.1 Employer agrees to provide a neutral employment reference confirming dates of employment and title unless otherwise specified. Employer contact for reference: , Phone/Email: .

7.2 Employee agrees to cooperate with Employer on reasonable transition matters after the Effective Date, provided such cooperation does not impose undue burden.

8. NOTICES

8.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested) or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by notice.

9. AMENDMENT; WAIVER; SEVERABILITY

9.1 This Agreement may be amended only by a written instrument executed by both parties. No waiver by either party of any breach shall be deemed a waiver of any prior or subsequent breach.

9.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

10. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

10.1 This Agreement shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to its conflict of laws principles.

10.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

10.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall have the same force and effect as delivery of an original.

CERTIFICATION BY EMPLOYEE

Employee certifies that Employee has read all pages of this Agreement, understands its terms, enters into it knowingly and voluntarily, and that no promises or representations not set forth in this Agreement have been made to induce Employee to sign it.

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