Termination Settlement Agreement

Termination Settlement Agreement

This Termination Settlement Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Company Name: , Entity Type: , with principal place of business at ("Company"), and Employee/Contractor Name: , residing at ("Employee").

RECITALS

WHEREAS, Employee has been engaged by Company pursuant to an employment or services relationship, the terms and conditions of which are set forth in certain agreements, policies, and applicable laws; and

WHEREAS, the parties desire to terminate the employment/services relationship amicably and to resolve fully and finally any and all claims, disputes, or controversies that Employee may have against Company arising out of or relating to Employee's employment, engagement, or termination thereof; and

WHEREAS, Company is willing to provide certain consideration to Employee conditioned upon Employee's execution of this Agreement and compliance with the covenants and releases set forth herein.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all claims, causes of action, demands, liabilities, obligations, debts, contracts, agreements, promises, suits, actions, proceedings, losses, costs and expenses (including reasonable attorneys' fees) of every nature and description, whether known or unknown, suspected or unsuspected, contingent or fixed, that Employee ever had, now has, or may have against Company.

2. TERMINATION

Employee's employment or engagement with Company shall terminate effective as of Termination Date: , . Except as expressly provided in this Agreement, Employee will have no further right to perform services for Company.

3. CONSIDERATION

In consideration for Employee's covenants and releases in this Agreement, Company agrees to provide the following consideration, subject to applicable withholdings and deductions:

All payments described in this Section are conditioned upon Employee's execution and non-revocation of this Agreement and compliance with the continuing obligations set forth herein.

4. RELEASE AND WAIVER BY EMPLOYEE

Effective upon Employee's full execution and non-revocation of this Agreement and receipt of the consideration set forth in Section 3, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges Company and its parent companies, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents and representatives (collectively, "Released Parties") from any and all Claims, whether known or unknown, arising from any act, omission, event or circumstance occurring prior to the Effective Date that relate to Employee's employment, engagement, separation or termination.

Notwithstanding the foregoing, Employee does not release claims that cannot be waived as a matter of law, including claims for vested benefits under employee benefit plans, claims for unemployment compensation, workers' compensation claims, or rights to indemnification to the extent required by law.

5. MUTUAL RELEASE

To the extent Company may have any Claims against Employee relating to Employee's employment or separation, Company hereby releases Employee from such Claims, except for claims arising from fraud, theft, willful misconduct, breach of this Agreement, or obligations under confidentiality, non-solicitation, or intellectual property agreements.

6. CONFIDENTIALITY

Employee acknowledges that Employee has had access to Confidential Information of Company. Employee shall continue to comply with all confidentiality, non-disclosure, and proprietary information obligations previously agreed to by Employee, and shall not disclose Confidential Information except as required by law. For purposes of this Agreement, "Confidential Information" means trade secrets, proprietary business information, customer lists, financial information, pricing, formulas, processes and other non-public information.

7. NON-DISPARAGEMENT

Employee agrees not to make any false, disparaging or derogatory statements, whether written or oral, concerning Company, its products, services, officers, directors, employees or business practices. Company agrees that its authorized representatives will not make disparaging statements about Employee. This Section does not prohibit truthful statements required by law or responses to lawful governmental inquiries.

8. COOPERATION

Employee agrees to cooperate reasonably with Company, at Company's expense, in any matter for which Employee's cooperation is reasonably necessary and related to actions or events occurring during Employee's employment, provided such cooperation does not unreasonably interfere with Employee's employment or other obligations.

9. TAXES

All payments made pursuant to this Agreement shall be subject to applicable federal, state and local tax withholdings. Employee shall be solely responsible for any taxes due on amounts paid hereunder declared to be taxable under applicable law.

10. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution of this Agreement nor the furnishing of the consideration hereunder shall be construed as an admission by Company of any liability or wrongdoing.

11. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder, that the person signing for each party is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt.

13. AMENDMENT; WAIVER

This Agreement may be amended, modified, or supplemented only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

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

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. 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. Facsimile or electronic signatures shall be deemed originals for all purposes.

18. ATTORNEYS' FEES

In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded.

19. ADDITIONAL TERMS

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with counsel of its choice, and that it is entering into this Agreement voluntarily and without duress.

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