Legal Termination Protection Template

Legal Termination Protection Template

This Legal Termination Protection Agreement ("Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal place of business at ("Company"), and Protected Individual Name: residing at ("Protected Individual").

RECITALS

WHEREAS, the Protected Individual has been employed by or engaged with the Company and such relationship will terminate on Termination Date: ; and

WHEREAS, the parties desire to set forth agreed protections, consideration and mutual releases related to the termination of the Protected Individual's relationship with the Company on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Company is willing to provide the protections and consideration set forth in this Agreement in exchange for the Protected Individual's execution of the release and compliance with certain post-termination obligations.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Severance Payment" means the gross cash sum to be paid by the Company to the Protected Individual as set forth in Section 2.1.

1.2 "Release" means the release of claims set forth in Section 3 of this Agreement.

2. TERMINATION PROTECTIONS

2.1 Severance Payment. Subject to the Protected Individual's full execution and non-revocation of the Release and the Protected Individual's compliance with the terms of this Agreement, the Company shall provide a Severance Payment in the gross amount of $ to be paid as follows: . The Severance Payment is conditioned upon the Protected Individual's execution of the Release and delivery of any required release document within days of the Effective Date.

2.2 Benefits Continuation. The Company shall continue health and welfare benefit coverage for a period of months following the Termination Date, subject to the Protected Individual's eligibility and timely premium contributions, if any. The Company may satisfy such obligation by payment of a benefit continuation stipend in lieu of direct coverage as set forth in an attached schedule.

2.3 Accrued Obligations. The Company will pay any accrued but unpaid wages, accrued vacation or other earned amounts through the Termination Date in accordance with applicable law and Company policy.

3. RELEASE OF CLAIMS

3.1 General Release. In consideration of the Severance Payment and other obligations set forth in this Agreement, the Protected Individual hereby releases and forever discharges the Company, its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents and assigns (collectively, "Released Parties") from any and all claims, demands, actions, causes of action, obligations, liabilities and damages, whether known or unknown, suspected or unsuspected, arising out of or relating to the Protected Individual's employment, engagement or termination of relationship with the Company through the Effective Date, except for rights to enforce this Agreement and claims that cannot be released as a matter of law.

3.2 Unknown Claims. The Protected Individual expressly waives any rights under any statute or common law principle that would otherwise limit the scope of the release to known claims only, to the extent permitted by applicable law. The Protected Individual acknowledges that he or she has been given days following execution to revoke the Release where the law requires such a revocation period.

4. NON-DISCLOSURE AND NON-DISPARAGEMENT

4.1 Confidential Information. The Protected Individual shall maintain the confidentiality of the Company's Confidential Information and trade secrets as defined in prior agreements and as required by law. Confidential Information does not include information that becomes publicly available through no breach by the Protected Individual.

4.2 Non-Disparagement. The Protected Individual agrees not to make any false or disparaging statements, oral or written, concerning the Company, its officers, directors, employees or agents. The Company agrees that it will instruct its officers and directors not to make any false or disparaging statements about the Protected Individual.

5. RETURN OF PROPERTY

5.1 Return. The Protected Individual shall return all Company property, including keys, electronic devices, documents and records, no later than business days after the Termination Date. The Protected Individual's failure to return such property in a timely manner shall be grounds for the Company's recovery of related losses and may void certain protections herein.

6. COOPERATION

6.1 Cooperation. The Protected Individual agrees to cooperate reasonably with the Company in connection with any matters, investigations or litigation regarding events that occurred during the Protected Individual's engagement, provided that such cooperation does not unreasonably interfere with the Protected Individual's subsequent employment or legal rights. Reasonable travel expenses for required cooperation will be reimbursed by the Company if preapproved in writing.

7. TAXES AND WITHHOLDING

7.1 Withholding. All payments made under this Agreement shall be subject to applicable tax withholdings and deductions as required by law. The Protected Individual is solely responsible for payment of all federal, state and local taxes relating to the Severance Payment and other monetary consideration received hereunder.

8. NO ADMISSION OF LIABILITY

8.1 No Admission. The execution of this Agreement and the performance of its terms shall not be construed as an admission of liability or wrongdoing by the Company or the Protected Individual, and both parties expressly deny any such liability.

9. REMEDIES

9.1 Injunctive Relief. The parties acknowledge that a breach of Sections 4 or 5 could cause irreparable harm for which monetary damages would be inadequate; accordingly, the Company and the Protected Individual shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity.

10. NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above or such other address as either party designates in writing.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY

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

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

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

13.2 Waiver. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

13.3 Counterparts. 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.

14. REPRESENTATIONS AND CERTIFICATIONS

The Protected Individual represents and certifies that he or she is executing this Agreement knowingly and voluntarily, has read and understands its terms, and has been afforded the opportunity to seek the advice of counsel of his or her choosing prior to signing.

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