[{"id":"1fb909f6-d0d0-4f6b-8d98-4e82f7c3113b","order":1,"text":"SETTLEMENT AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"749fad63-54d8-45c2-b593-3e910b8ce62f","order":2,"text":"(Made pursuant to section 111A and section 203 of the Employment Rights Act 1996 and the further provisions referred to herein)","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"744782f6-c4e3-46ef-92b6-9ddc76d004ba","order":3,"text":"THIS AGREEMENT is made on [Date of agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"a2ab0243-c88f-4e9c-bd4e-a7fe74f74446","order":4,"text":"PARTIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"6"},{"id":"be2d644e-994e-4eeb-8ee8-23eed9f06602","order":5,"text":"(1) [Employer's full legal name], a company incorporated in England and Wales under registered number [Company number] whose registered office is at [Registered office address] (the "Employer"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7ef092a-1280-4a88-b7e8-94905b8994a5","order":6,"text":"(2) [Employee's full name] of [Employee's home address] (the "Employee"),","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fcd45e12-3264-4548-8f99-0285944cd9a0","order":7,"text":"each a "Party" and together the "Parties".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"5f31e645-fc48-40c0-8af6-a103954c476f","order":8,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true},{"id":"6064a283-89c1-4f33-a68c-f83585d86866","order":9,"text":"(A) The Employee has been employed by the Employer as [Job title] under a contract of employment commencing on [Employment start date] (the "Employment").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17d84a0d-7ad3-4c12-99fe-c16d272c6b86","order":10,"text":"(B) The Parties have entered into discussions with a view to agreeing the terms upon which the Employment has ended or will end and upon which any claims that the Employee has or may have against the Employer are to be fully and finally settled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"31e1cdbb-1d15-442b-b54a-519bb03a10da","order":11,"text":"(C) The Parties intend that this Agreement shall satisfy the conditions regulating settlement agreements under section 203 of the Employment Rights Act 1996 and under the corresponding provisions of the other enactments referred to in this Agreement, so as to be effective to preclude the Employee from bringing the claims referred to herein before an employment tribunal or any court.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d307903-b3d8-4086-8cec-4c57690245b1","order":12,"text":"(D) The Employer and the Employee acknowledge that the discussions leading to this Agreement, and the offer and negotiation of its terms, are intended to be protected from disclosure in any subsequent unfair dismissal proceedings by section 111A of the Employment Rights Act 1996 and, so far as applicable, by the "without prejudice" principle.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd63a43c-2cff-4bd4-93bc-684ed6e5a13a","order":13,"text":"IT IS AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true,"marginTop":"6"},{"id":"c6411065-8b65-4d5f-8e9a-dfedb99704b5","order":14,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S01"},{"id":"e7bc21c2-ef67-40b9-9ed1-511f93db1573","order":15,"text":"In this Agreement, unless the context otherwise requires, the following definitions apply:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b498a187-8159-47e2-861c-61b49b1be0b3","order":16,"text":""Termination Date" means the date on which the Employment has ended or will end, as specified in the clause headed "Termination of Employment".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9819a298-ad01-45e2-8bab-b9016e629c49","order":17,"text":""Claims" means the claims, complaints and causes of action settled by this Agreement, as set out in the clauses headed "Settlement and Waiver of Claims" and "Particular Complaints".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6f7c0e43-8f2d-41e9-b6bb-973cbc67932b","order":18,"text":""Adviser" means the relevant independent adviser identified in the clause headed "Independent Legal Adviser" who has advised the Employee on the terms and effect of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"52bca904-fa4b-4b2c-896a-5e2c7f5678fc","order":19,"text":""Compensation Payment" means the compensation sum payable under the clause headed "Payments".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28ba4600-4fe2-40f5-a70d-5af174582cd9","order":20,"text":""Group Company" means the Employer and any company which is its holding company, subsidiary or a subsidiary of its holding company (within the meaning of section 1159 of the Companies Act 2006), together with their respective officers, employees and agents.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18190930-f2e3-4a3d-8138-fa7d4a781982","order":21,"text":""Confidential Information" means all information (in whatever form) relating to the business, finances, clients, customers, suppliers, employees, products, pricing, methods, plans or affairs of the Employer or any Group Company which is not in the public domain, including trade secrets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7595cc2-05fa-4586-9619-d9701d7484ad","order":22,"text":"References to a statutory provision include that provision as amended, re-enacted or extended at the relevant time and any subordinate legislation made under it. References to clauses are to the clauses of this Agreement, identified by their headings (the numbering being for convenience only and subject to re-numbering where optional clauses are omitted). Clause headings shall not affect interpretation. The singular includes the plural and vice versa, and a reference to one gender includes the others.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d31c6a2-05ff-432c-b697-a5b138f1a264","order":23,"text":"2. TERMINATION OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S02"},{"id":"76dccd56-db5b-429a-ba6f-cdf088a20430","order":24,"text":"The Employment terminated on [Termination Date] (the "Termination Date"). The Parties acknowledge that the Employment has come to an end and that the Employee holds no further office or appointment with any Group Company as at the date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7cd1587f-1585-4348-9387-7468c68153bb","value":"ended","type":"add","operator":"="}]},{"id":"562f3f4a-b609-454f-abbe-f5bba89006c2","order":25,"text":"The Employment will terminate on [Termination Date] (the "Termination Date"). With effect from the Termination Date the Employee shall cease to hold any office or appointment held with any Group Company and shall, if requested, promptly sign any document reasonably required to record such resignations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7cd1587f-1585-4348-9387-7468c68153bb","value":"future","type":"add","operator":"="}]},{"id":"b63e2194-2712-4ae9-aa0d-f0877d0fbf66","order":26,"text":"The reason for the termination of the Employment is [reason for termination]. The Parties agree that this Agreement is entered into in connection with that termination and the particular complaints and proceedings referred to in the clauses headed "Settlement and Waiver of Claims" and "Particular Complaints".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a1e5711-61b4-4a21-98ad-bf1ed236762b","order":27,"text":"3. RESIGNATION FROM OFFICES AND DIRECTORSHIPS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"8070b6e4-7fac-480e-9ef8-fd6348b5a0ef","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S03"},{"id":"d4f07cfd-f788-405b-945b-a83de9a1293f","order":28,"text":"The Employee shall, with effect from the Termination Date (or earlier if the Employer so requests), resign from all offices and appointments held by the Employee with the Employer or any Group Company, including any directorship, trusteeship, company secretaryship and any office held in any pension scheme, and shall not thereafter hold themselves out as an officer, employee or agent of the Employer or any Group Company. The Employee confirms that no such resignation gives rise to any claim against the Employer or any Group Company for loss of office or otherwise. The Employee irrevocably appoints the Employer (acting by any director or the company secretary) to be the Employee's attorney for the purpose of executing in the Employee's name any document, and doing anything, necessary to give effect to such resignations should the Employee fail to do so within seven days of being requested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8070b6e4-7fac-480e-9ef8-fd6348b5a0ef","value":"1","type":"add","operator":"="}]},{"id":"079df03c-1c49-4ea0-ab86-a6f05eca8439","order":29,"text":"4. PAYMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S04"},{"id":"749b8d8d-0d9b-4938-b206-4ffcc3a77254","order":30,"text":"Subject to and conditional upon the Employee complying with the terms of this Agreement (and, where the clause headed "Re-affirmation of this Agreement" applies, upon the Employee re-affirming this Agreement after the Termination Date), the Employer shall make the payments set out in this clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d51247c-5256-47b7-a24d-c04b12b59856","order":31,"text":"Outstanding salary and accrued contractual entitlements. The Employer shall pay to the Employee all salary, and any other contractual sums, accrued and unpaid up to the Termination Date, namely the gross sum of £[Outstanding salary and entitlements], less such income tax and employee National Insurance contributions as the Employer is obliged by law to deduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8182f703-0f55-49a1-b978-623114c486ed","order":32,"text":"Compensation. By way of compensation for the termination of the Employment, the Employer shall pay to the Employee the sum of £[Compensation sum] ([Compensation sum in words]) (the "Compensation Payment"). The tax treatment of the Compensation Payment is dealt with in the clause headed "Tax".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6c5beea-114a-4ac9-ae70-9f3159c0b6c1","order":33,"text":"Legal fees. The Employer shall, subject to receipt of an invoice from the Adviser addressed to the Employee but expressed to be payable by the Employer, contribute up to the sum of £[Legal fees contribution] (exclusive of VAT) towards the Employee's legal fees incurred exclusively in connection with advice on the terms and effect of this Agreement. This contribution shall be paid directly to the Adviser's firm and is intended to fall within the exemption in section 413A of the Income Tax (Earnings and Pensions) Act 2003.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"432f18f7-715b-461d-af55-c0de0373824d","order":34,"text":"Timing. The Employer shall make the payments referred to in this clause within 28 days after the later of (a) the Termination Date and (b) the date on which the Employer receives a copy of this Agreement signed by the Employee together with the Adviser's certificate set out at the end of this Agreement (and, where the clause headed "Re-affirmation of this Agreement" applies, the signed re-affirmation certificate).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d89ac9f5-39dd-4c0f-b041-64619cb7bc31","order":35,"text":"5. TAX","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S05"},{"id":"f0fcc35f-0d02-455a-bbbb-e62093d33989","order":36,"text":"The Parties believe, but do not warrant, that the first £30,000 of the Compensation Payment may be paid without deduction of income tax pursuant to sections 401 to 403 of the Income Tax (Earnings and Pensions) Act 2003, and that the balance (if any) over £30,000 will be subject to income tax (and, to the extent applicable, employer Class 1A National Insurance contributions) which the Employer will account for to HM Revenue & Customs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c312ef7e-acb9-4db8-8056-3a8faef8b1c5","order":37,"text":"Sums which are properly chargeable to tax and National Insurance contributions as earnings (including any payment in lieu of notice and any amount treated as post-employment notice pay under sections 402A to 402E of the Income Tax (Earnings and Pensions) Act 2003) shall be paid subject to deductions of income tax and employee National Insurance contributions as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a2420c74-6a99-4458-9060-a5e9ee8430d4","order":38,"text":"The Employee shall be responsible for and shall indemnify the Employer and each Group Company against any income tax, National Insurance contributions, interest, penalties and reasonable costs for which the Employer or any Group Company may be liable in respect of the payments and benefits provided under this Agreement, save for (a) any employer National Insurance contributions, and (b) any income tax or employee National Insurance contributions actually deducted and accounted for by the Employer at source. The Employer shall give the Employee reasonable notice of any demand from HM Revenue & Customs which may give rise to a claim under this indemnity, shall provide reasonable details of it, and shall not make any admission or settlement without first consulting the Employee, who shall have the opportunity to make representations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7cdf77a7-fab2-4aba-8955-0a63aa4c98b8","order":39,"text":"6. NOTICE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"3b25e564-b6c6-469e-8a5f-b6a35adfcd74","value":"worked","type":"add","operator":"="},{"field":"3b25e564-b6c6-469e-8a5f-b6a35adfcd74","value":"pilon","type":"add","operator":"="},{"field":"3b25e564-b6c6-469e-8a5f-b6a35adfcd74","value":"garden","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S06"},{"id":"210f9648-802d-44c1-a7d6-a93231da7bc8","order":40,"text":"The Employee will remain employed and will work their contractual notice until the Termination Date, performing such duties as the Employer may reasonably require, and will continue to receive salary and contractual benefits in the usual way during that period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3b25e564-b6c6-469e-8a5f-b6a35adfcd74","value":"worked","type":"add","operator":"="}]},{"id":"e394164f-c4f7-47da-83fb-2a6ac4e6a1de","order":41,"text":"The Employment terminates without the Employee being required to work out their notice. In lieu of notice the Employer shall pay the Employee a payment in lieu of notice of £[Payment in lieu of notice] (gross), less income tax and employee National Insurance contributions, which the Parties agree is taxable as earnings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3b25e564-b6c6-469e-8a5f-b6a35adfcd74","value":"pilon","type":"add","operator":"="}]},{"id":"0bda7c5c-dd05-433a-bc1a-7b2654e46c90","order":42,"text":"The Employee will be placed on garden leave until the Termination Date. During garden leave the Employer may require the Employee not to attend work, to have no contact with clients, customers or staff save as expressly authorised, and to remain ready and willing to perform such duties as may be assigned. The Employee will continue to receive salary and contractual benefits during garden leave, and all duties of fidelity and confidentiality will continue to apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3b25e564-b6c6-469e-8a5f-b6a35adfcd74","value":"garden","type":"add","operator":"="}]},{"id":"28214506-e709-47e8-9192-ce07162b4f9b","order":43,"text":"7. ACCRUED HOLIDAY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S07"},{"id":"0743754c-772d-42d5-bf33-9783ecb6abda","order":44,"text":"The Employer shall pay to the Employee in respect of accrued but untaken statutory and contractual holiday up to the Termination Date the gross sum of £[Accrued holiday pay], less income tax and employee National Insurance contributions. The Parties agree that this sum represents full and final settlement of all entitlement to holiday and holiday pay under the Working Time Regulations 1998 and the contract of employment, and that any holiday taken in excess of entitlement may be recovered by the Employer from sums otherwise payable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"948d27e8-84ff-4226-b6a6-c975584265e4","order":45,"text":"8. BONUS AND COMMISSION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"6cad5b89-8951-4a42-8ce9-d30ac0e5c3d2","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S08"},{"id":"103a6804-0afc-4743-bdb9-5c030673cedd","order":46,"text":"In full and final settlement of any entitlement to bonus, commission or other variable remuneration up to the Termination Date (whether contractual, discretionary or otherwise), the Employer shall pay to the Employee the gross sum of £[Bonus or commission sum] ([Bonus or commission sum in words]), less income tax and employee National Insurance contributions. The Employee acknowledges that, save for this payment, no further sum is due in respect of bonus, commission or any incentive arrangement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6cad5b89-8951-4a42-8ce9-d30ac0e5c3d2","value":"1","type":"add","operator":"="}]},{"id":"c0382295-4893-4559-b01c-a2601e8c9cb2","order":47,"text":"9. BENEFITS AND CESSATION OF BENEFITS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"bf4baf92-a9e0-4738-b652-b1c5868455c8","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S09"},{"id":"68a62d72-432b-4fdb-945d-0dfdae816d96","order":48,"text":"The Employee's participation in, and entitlement to, all benefits provided in connection with the Employment (including private medical insurance, permanent health or income protection insurance, life assurance, any company car or car allowance, and any share, share option or long-term incentive arrangement) shall cease on the Termination Date, save to the extent (if any) that the rules of the relevant scheme or any applicable law provide otherwise. In particular, the following benefit arrangements shall be dealt with as set out below:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bf4baf92-a9e0-4738-b652-b1c5868455c8","value":"1","type":"add","operator":"="}]},{"id":"f03164fd-0a22-4810-a6a4-c839aed7619d","order":49,"text":"[Details of benefits and how they are treated on termination]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bf4baf92-a9e0-4738-b652-b1c5868455c8","value":"1","type":"add","operator":"="}]},{"id":"ee520f13-e994-4c5f-8d13-315ded5d73aa","order":50,"text":"The Employee shall be responsible for arranging any continuation or replacement cover after the Termination Date at the Employee's own cost. Nothing in this Agreement confers any right to exercise any unvested option or award save in accordance with the rules of the relevant plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"bf4baf92-a9e0-4738-b652-b1c5868455c8","value":"1","type":"add","operator":"="}]},{"id":"802d3be3-8ba5-4421-ba71-6cb28a6272fe","order":51,"text":"10. PENSION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"5e2a69d1-8c6f-45e0-be37-c52f948e484f","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S10"},{"id":"f7de29a3-61d0-4d3c-83ee-fe78204005d8","order":52,"text":"The Employer shall procure that employer pension contributions are paid in the usual way up to the Termination Date into the Employee's pension arrangement with [Pension provider / scheme]. After the Termination Date the Employee shall be responsible for making their own pension arrangements, and the Employee shall have such rights (if any) as have accrued under the rules of the scheme. Nothing in this Agreement affects any right the Employee has to a preserved or transferable pension already accrued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5e2a69d1-8c6f-45e0-be37-c52f948e484f","value":"1","type":"add","operator":"="}]},{"id":"dfc55043-0df2-4001-adc4-4bf1b7dc7253","order":53,"text":"11. SETTLEMENT AND WAIVER OF CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S11"},{"id":"d02224f8-a3cc-4726-9cef-9466cfc33210","order":54,"text":"The Employee accepts the terms of this Agreement in full and final settlement of all and any claims, complaints, rights, demands and causes of action of any nature (whether arising under the law of England and Wales, the law of the European Union, contract, common law, statute, tort or otherwise, and whether or not such claims are, or could be, in the contemplation of the Parties at the date of this Agreement) which the Employee has or may have against the Employer or any Group Company arising out of or in connection with the Employment, its termination, or otherwise, including in particular the claims specified in the clause headed "Particular Complaints".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3af735f-e6f2-4b16-a339-ee2a5e1a68d1","order":55,"text":"The waiver in this clause applies to claims whether or not the Employee is or could be aware of them at the date of this Agreement, save that it does not apply to the excluded claims set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22721a25-5294-44d5-b29b-53206534d30d","order":56,"text":"Excluded claims. This Agreement does not settle or affect: (a) any claim by the Employee to enforce the terms of this Agreement; (b) any claim in respect of accrued pension rights; (c) any claim for personal injury of which the Employee is not, and could not reasonably be, aware at the date of this Agreement (other than a claim under the Equality Act 2010 or for any work-related condition of which the Employee is aware); and (d) any claim which as a matter of law cannot be validly waived by a settlement agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"714e8c27-480f-4b6b-90e1-699208c98af9","order":57,"text":"12. PARTICULAR COMPLAINTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S12"},{"id":"eeed858c-740a-4ede-9968-0411d27b70eb","order":58,"text":"The claims referred to in the clause headed "Settlement and Waiver of Claims" include the following particular complaints, which the Parties have specifically considered and intend to settle (whether or not such complaints have in fact been intimated by the Employee):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9eb124ec-c89a-4c71-a3f7-c5cd90c69165","order":59,"text":"(a) for unfair dismissal under sections 94 and 111 of the Employment Rights Act 1996;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6595c331-adac-46ae-b452-acd9249a3390","order":60,"text":"(b) in respect of a redundancy payment under section 135 of the Employment Rights Act 1996;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb7d6014-84e3-4656-9730-bd69c801da0e","order":61,"text":"(c) for unlawful deductions from wages under Part II of the Employment Rights Act 1996;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c6a067f-76ac-4f8d-8135-a14db4026bc2","order":62,"text":"(d) in relation to written particulars and itemised pay statements under sections 1 and 8 of the Employment Rights Act 1996;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6047f513-8afc-4b69-ae2e-58c9ad4c83ba","order":63,"text":"(e) for wrongful dismissal or breach of contract, including any claim for notice pay, at common law or under the Employment Tribunals Extension of Jurisdiction (England and Wales) Order 1994;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0862e9c1-ba02-40e1-aa31-72fa76a8a986","order":64,"text":"(f) for discrimination, harassment or victimisation under the Equality Act 2010 (on the grounds of any protected characteristic), and for equal pay or in respect of equality of terms;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1714effe-8073-4223-b6eb-4bd6893f13a4","order":65,"text":"(g) for unauthorised deductions, unpaid holiday or breach of the Working Time Regulations 1998;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88b24b86-d662-4046-9c41-de3e38f27012","order":66,"text":"(h) under the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000 and the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ae4a9bd-133d-4782-9490-d6a7d3e924b5","order":67,"text":"(i) in respect of detriment or dismissal connected with a protected disclosure under Part IVA and section 47B of the Employment Rights Act 1996;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f276e887-4386-4880-9389-e2ac151e1b15","order":68,"text":"(j) for failure to inform or consult, or in respect of a protective award, under the Trade Union and Labour Relations (Consolidation) Act 1992 or the Transfer of Undertakings (Protection of Employment) Regulations 2006;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e2323c2-9e44-4545-be62-e67a96c8cbba","order":69,"text":"(k) under the National Minimum Wage Act 1998, the Pensions Act 2008 (automatic enrolment), the Agency Workers Regulations 2010, the Employment Relations Act 1999 and the flexible working provisions of the Employment Rights Act 1996;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e9dd3e7-eb85-45f3-8795-e0aa8d5bdb11","order":70,"text":"(l) under any provision of retained EU law or assimilated law having effect in domestic law,","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6537e960-ded4-4cfb-ad99-7b39a739c840","order":71,"text":"and the Employee warrants that, save for the claims expressly excluded by the clause headed "Settlement and Waiver of Claims", the Employee is not aware of any other claim against the Employer or any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbb02fd7-762c-4498-834b-1cdfa38188ee","order":72,"text":"13. STATUTORY CONDITIONS, ACAS AND PRE-TERMINATION NEGOTIATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S13"},{"id":"afdb4a13-f46a-470b-832e-937795825d06","order":73,"text":"This Agreement is an open document and is intended to be relied upon as a settlement agreement satisfying the conditions regulating settlement agreements (or compromise agreements) contained in section 203(3) of the Employment Rights Act 1996 and the corresponding provisions in: section 147 of the Equality Act 2010; regulation 35 of the Working Time Regulations 1998; section 49 of the National Minimum Wage Act 1998; regulation 9 of the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000; regulation 10 of the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002; regulation 41 of the Transfer of Undertakings (Protection of Employment) Regulations 2006; and any other enactment under which the conditions for a valid settlement of a relevant claim must be met.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cf3f3820-df07-443b-8e54-67ee48bf16bb","order":74,"text":"The Parties acknowledge and agree that the conditions regulating settlement agreements under each of the enactments referred to above are satisfied in relation to this Agreement, namely: (a) this Agreement is in writing; (b) it relates to the particular complaints and proceedings set out in the clauses headed "Settlement and Waiver of Claims" and "Particular Complaints"; (c) the Employee has received advice from a relevant independent adviser, identified in the clause headed "Independent Legal Adviser", as to the terms and effect of this Agreement and in particular its effect on the Employee's ability to pursue rights before an employment tribunal; (d) at the time the Adviser gave the advice there was in force a contract of insurance, or an indemnity provided for members of a profession or professional body, covering the risk of a claim by the Employee in respect of loss arising from that advice; and (e) this Agreement identifies the Adviser and states that the conditions are satisfied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c71f4d34-4155-47c7-9d63-81cf0cdef8cb","order":75,"text":"The Parties confirm that, to the extent any of the Claims would otherwise require the parties to participate in early conciliation under section 18A of the Employment Tribunals Act 1996, this Agreement is concluded independently of, and is not affected by, the early conciliation procedure, and is intended to be effective whether or not an early conciliation certificate has been issued by Acas.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb4c4448-2b03-488e-adb4-078b6001afb9","order":76,"text":"Without prejudice to the clause headed "Settlement and Waiver of Claims", the Parties agree that the discussions and negotiations preceding this Agreement are to be treated as confidential and as protected from disclosure in any subsequent proceedings for unfair dismissal by section 111A of the Employment Rights Act 1996 and, where applicable, by the "without prejudice" rule, save to the extent necessary to enforce, construe or determine the effect of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f8639c1-bcd9-4b8f-bda3-526b357e805b","order":77,"text":"14. WARRANTIES BY THE EMPLOYEE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S14"},{"id":"5a4b0222-2ff4-457c-a4da-a607294b2479","order":78,"text":"The Employee warrants and represents to the Employer, as a strict condition of this Agreement and as a continuing warranty repeated as at the Termination Date, that: (a) the Employee has disclosed to the Employer all matters of which the Employee is aware that may give rise to a claim against the Employer or any Group Company, and is not aware of any such claim other than those settled by this Agreement; (b) the Employee has not issued any claim form, and has not presented any claim or complaint to any employment tribunal or court, in respect of any matter settled by this Agreement; (c) the Employee has not, before the date of this Agreement, accepted any offer of employment or engagement which would conflict with any continuing obligation owed to the Employer; (d) the Employee has not committed any act or omission which would have entitled the Employer to terminate the Employment summarily; and (e) the Employee will comply, after the Termination Date, with any continuing obligations under this Agreement and the contract of employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fd8d58c-88eb-406a-9879-af8b3a9a6316","order":79,"text":"The Employee acknowledges that the Employer has entered into this Agreement in reliance upon these warranties, and that they are a material inducement to the Employer to make the payments provided for in the clause headed "Payments".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21802848-72dc-4c90-81e0-29709794156b","order":80,"text":"15. EMPLOYEE'S INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S15"},{"id":"c0523cce-d790-415e-8188-48b1538b8944","order":81,"text":"The Employee shall indemnify the Employer and each Group Company, and keep them indemnified, against all losses, damages, claims, demands, costs and expenses (including reasonable legal costs) which the Employer or any Group Company may incur or suffer arising out of or in connection with any breach by the Employee of any warranty in the clause headed "Warranties by the Employee" or of any other material term of this Agreement. This indemnity is in addition to, and does not limit, any other right or remedy available to the Employer (including under the clause headed "Repayment") and is separate from the tax indemnity in the clause headed "Tax".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1d33a38-a6b2-4a1a-ae1e-f9a847b84aa7","order":82,"text":"16. REPAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"73edc794-98c6-4a02-b046-286d65e135fe","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S16"},{"id":"96931ef1-74a9-4096-8304-1b28e097d1b9","order":83,"text":"If the Employee materially breaches any term of this Agreement, or if any warranty given by the Employee in the clause headed "Warranties by the Employee" is or becomes untrue or misleading in any material respect, or if the Employee commences or continues any of the Claims settled by this Agreement (other than the excluded claims), the Employee shall, on demand, repay to the Employer the Compensation Payment (and any other sum paid under the clause headed "Payments" which is not a payment of salary or accrued entitlement up to the Termination Date), as a debt. The Employer's other rights and remedies, including the right to recover damages, are not affected. This clause shall not require repayment of such part of the Compensation Payment as is necessary for the Employee to bring proceedings to enforce this Agreement, and shall be applied so as not to be an unenforceable penalty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"73edc794-98c6-4a02-b046-286d65e135fe","value":"1","type":"add","operator":"="}]},{"id":"8335ecc6-0b1a-4a0c-8572-280a46014ed1","order":84,"text":"17. RETURN OF PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"d7cfce25-38b0-4511-aa0a-0a46ed0f693d","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S17"},{"id":"96c0d19c-7ef5-4a3a-b253-24a59992e159","order":85,"text":"On or before the Termination Date (or immediately on demand if earlier) the Employee shall return to the Employer all property belonging to the Employer or any Group Company, including documents, correspondence, keys, security passes, credit cards, computer and mobile equipment, storage media and any copies (in whatever form), and shall delete any such confidential information held on any device or account within the Employee's control, and if requested shall confirm compliance in writing. The Employee shall not retain any copies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d7cfce25-38b0-4511-aa0a-0a46ed0f693d","value":"1","type":"add","operator":"="}]},{"id":"d5f01138-893b-4f43-9194-c70fe1ac7599","order":86,"text":"18. CONFIDENTIALITY OF THIS AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"0de2c99f-6d9e-4642-a3a9-7200b73fb44e","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S18"},{"id":"8627a6c4-0fd9-49e5-9cc3-b7fcb9d90772","order":87,"text":"The Parties shall keep the existence and terms of this Agreement, and the circumstances leading to its making, strictly confidential and shall not disclose them to any third party, save: (a) to the Employee's immediate family and professional advisers, on terms that they keep the information confidential; (b) to HM Revenue & Customs or any other authority entitled by law to require disclosure; (c) as required by law or to enforce this Agreement; and (d) in the case of the Employer, to those of its officers, employees and advisers who need to know. Nothing in this clause prevents the Employee from making a protected disclosure under the Employment Rights Act 1996, from reporting wrongdoing to a regulator, or from making any disclosure required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0de2c99f-6d9e-4642-a3a9-7200b73fb44e","value":"1","type":"add","operator":"="}]},{"id":"adbb09e2-7319-451d-a56c-7bef6a54619b","order":88,"text":"19. CONFIDENTIAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"d63d7fc2-222b-4550-8e06-d1606697075c","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S19"},{"id":"dfa132f0-9372-44a1-8063-14387c5d7a04","order":89,"text":"The Employee shall not at any time after the Termination Date use or disclose to any person any confidential information or trade secrets of the Employer or any Group Company which the Employee acquired in the course of the Employment, including information relating to clients, customers, suppliers, pricing, business plans and personnel, save to the extent that such information is in the public domain otherwise than through the Employee's default. This clause does not prevent the Employee from making a protected disclosure or any disclosure required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d63d7fc2-222b-4550-8e06-d1606697075c","value":"1","type":"add","operator":"="}]},{"id":"ed18d0c0-9eba-454d-bab1-051330b35b01","order":90,"text":"20. NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S20"},{"id":"56eeaa99-9e66-44b4-94f6-15024eeaf88c","order":91,"text":"The Employee shall not at any time make, publish or cause to be made or published any statement that is or may be derogatory of, or disparaging to, the Employer or any Group Company or any of its or their officers or employees. The Employer shall use its reasonable endeavours to procure that its directors and the human resources personnel who are aware of this Agreement do not make any such statement about the Employee. Nothing in this clause prevents either Party from making a statement that is true and required by law, from making a protected disclosure under the Employment Rights Act 1996, from reporting any matter to a regulator or law enforcement agency, or from giving evidence under compulsion of law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"46c14693-b5b7-4dc4-b854-25ab628aad1a","order":92,"text":"21. POST-TERMINATION RESTRICTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"5636dbaa-80af-4b0c-9a4e-51752a4ed511","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S21"},{"id":"771d1e15-7934-43a7-8393-59868d0fa85e","order":93,"text":"The Employee acknowledges and re-affirms that the post-termination restrictions contained in the contract of employment remain in full force and effect, are reasonable and necessary to protect the legitimate business interests of the Employer, and are entered into afresh in consideration of part of the Compensation Payment (receipt of which is acknowledged). In particular, for a period of [Restriction period in months] months after the Termination Date the Employee shall not, in competition with the Employer, solicit or deal with clients or customers with whom the Employee dealt in the 12 months before the Termination Date, nor solicit or entice away any senior employee. If any restriction is held void but would be valid if modified, it shall apply with such modification as is necessary to make it valid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5636dbaa-80af-4b0c-9a4e-51752a4ed511","value":"1","type":"add","operator":"="}]},{"id":"f50b0ca8-5ce3-4afc-99cb-46b8518debd6","order":94,"text":"22. REFERENCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"7947fccc-0127-4321-b92e-ef8748249e16","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S22"},{"id":"128489cc-fa01-4251-89bb-0a18e68354c5","order":95,"text":"The Employer shall, on receipt of a written request from a prospective employer, provide a factual reference confirming the Employee's job title and dates of employment. Any reference shall be given in good faith but without any assumption of responsibility for loss to the Employee or the recipient.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7947fccc-0127-4321-b92e-ef8748249e16","value":"1","type":"add","operator":"="},{"field":"f750490e-cd73-4e60-8f6c-cdf8c45d271f","value":"agreed","type":"remove","operator":"="}]},{"id":"769265d7-c147-4084-9f5f-c6c7ac38a1be","order":96,"text":"The Employer shall, on receipt of a written request from a prospective employer, provide a reference in the terms set out in the Agreed Reference appearing at the end of this Agreement. The Employer shall use reasonable endeavours to ensure that any oral reference is consistent with the Agreed Reference, given in good faith but without any assumption of responsibility for loss.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7947fccc-0127-4321-b92e-ef8748249e16","value":"1","type":"add","operator":"="},{"field":"f750490e-cd73-4e60-8f6c-cdf8c45d271f","value":"agreed","type":"add","operator":"="}]},{"id":"a82ebd4a-0b8b-4f3c-bccd-7aa2c2fe55bf","order":97,"text":"23. ANNOUNCEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"dce02851-daf9-4ee3-a888-824cda995b6b","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S23"},{"id":"cee30801-8b4f-469a-b036-b01b77188246","order":98,"text":"The Parties shall, in response to any enquiry regarding the Employee's departure, confine themselves to a statement in the following terms (or words to similar effect), and shall not make any statement inconsistent with it:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dce02851-daf9-4ee3-a888-824cda995b6b","value":"1","type":"add","operator":"="}]},{"id":"78bf955a-2a8c-4e18-a928-435be5a6e7d7","order":99,"text":""[Agreed wording of announcement]"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dce02851-daf9-4ee3-a888-824cda995b6b","value":"1","type":"add","operator":"="}]},{"id":"dbe5e959-2469-4355-b70c-4d6a5b5abd45","order":100,"text":"24. RE-AFFIRMATION OF THIS AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}],"marginTop":"14","sectionNum":"S24"},{"id":"745dbfda-c6fa-4486-ba7c-59ae8a4b5478","order":101,"text":"Because this Agreement may be signed before the Termination Date, the settlement and waiver in the clauses headed "Settlement and Waiver of Claims" and "Particular Complaints" will not be effective to settle claims arising between the date of this Agreement and the Termination Date unless the Employee re-affirms this Agreement. The Employee therefore agrees that, within seven days after the Termination Date, the Employee shall sign and return to the Employer the Re-affirmation Certificate appearing at the end of this Agreement, confirming that the warranties in the clause headed "Warranties by the Employee" remain true as at the Termination Date and that the Employee has received advice from the Adviser on the terms and effect of the re-affirmation. The Employer's obligation to make the payments under the clause headed "Payments" is conditional upon receipt of the signed Re-affirmation Certificate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"c3c99191-ecae-4bc3-ba07-8a556273be5b","order":102,"text":"25. GENERAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S25"},{"id":"9538c578-fe4b-4cfe-9543-58459f3d0996","order":103,"text":"Entire agreement. This Agreement, together with any document expressly referred to in it, constitutes the entire agreement between the Parties and supersedes any prior agreement, understanding or arrangement, save for any continuing obligations expressly preserved by this Agreement. Each Party acknowledges that it has not relied on any representation, assurance or warranty not set out in this Agreement, but nothing limits or excludes liability for fraud or fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"14ad2029-23af-42e1-9408-e72f578a30fe","order":104,"text":"Survival. The clauses headed "Tax", "Warranties by the Employee", "Employee's Indemnity", "Repayment", "Confidentiality of this Agreement", "Confidential Information", "Non-Disparagement" and "Post-Termination Restrictions", together with this General clause, shall continue in full force after the Termination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d4adf0ac-3c5d-4ea6-86f4-581f39290dea","order":105,"text":"Without admission. This Agreement is entered into without any admission of liability by the Employer or any Group Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bea00805-742c-432d-953a-b9611ca3d9b4","order":106,"text":"Variation and waiver. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each Party. No failure or delay by a Party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude any further exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"025483e6-1472-4afc-9861-c188b0458f84","order":107,"text":"Third party rights. Each Group Company may enforce the terms of this Agreement that are expressed to be for its benefit under the Contracts (Rights of Third Parties) Act 1999, but the consent of such companies is not required to vary or rescind this Agreement. Save as so provided, a person who is not a Party has no right to enforce any term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea9ae0e2-6cc1-4034-941a-40b787b8f267","order":108,"text":"Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, or if such modification is not possible, severed, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2993ff8b-5a43-41fa-90ff-815e8d7b278f","order":109,"text":"Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all of which together shall constitute one agreement. Delivery of an executed counterpart by electronic means (including by email of a scanned or electronically signed copy) shall be effective as delivery of an original.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7b00c0d-d538-4b90-bb0a-74d049fa384b","order":110,"text":"Business days. Where any payment or other obligation falls due on a day which is not a business day in England, it shall be performed on the next following business day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"619b06a3-fa81-4272-a3cf-8349a8868c0b","order":111,"text":"Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, without prejudice to the jurisdiction of the employment tribunals.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba457080-786f-4a45-aaed-7dda6eaec046","order":112,"text":"26. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S26"},{"id":"66260f38-41eb-4a67-97dd-4184bc90495f","order":113,"text":"Any notice given under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or by email: to the Employer at its registered office (marked for the attention of the company secretary or HR director) and to the Employee at the home address set out in this Agreement (or such other address as the Employee notifies in writing). A notice is deemed received: if delivered by hand, at the time of delivery; if posted, at 9.00 a.m. on the second business day after posting; and if sent by email, at the time of transmission, or, if outside business hours, when business next resumes. This clause does not apply to the service of any proceedings or other document in any legal action.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91550b65-cc11-48b5-a4d1-c70927dfe558","order":114,"text":"27. INDEPENDENT LEGAL ADVISER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"14","sectionNum":"S27"},{"id":"e210535d-9ef8-4f0d-97bf-7114b4fb2a2a","order":115,"text":"The Employee's relevant independent adviser for the purposes of the enactments referred to in the clause headed "Statutory Conditions, Acas and Pre-Termination Negotiations" is [Adviser's name] of [Adviser's firm], whose address is [Adviser's firm address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e4f80ab9-180e-47f7-b76e-4798ff9a9490","order":116,"text":"The Employer and the Employee each confirm that the conditions regulating settlement agreements under the enactments referred to in the clause headed "Statutory Conditions, Acas and Pre-Termination Negotiations" have been satisfied in relation to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa0b4a15-619f-4198-9fe1-6a696874c058","order":117,"text":"EXECUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"16"},{"id":"faeddf97-2dff-41b5-8b03-436e1e4a83f3","order":118,"text":"This Agreement is entered into and signed at [Place of signing] on [Date of agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"740d6f6a-95f4-4639-b076-c143c8fa16cb","order":119,"text":"Signed by the Employee:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6"},{"id":"67268d69-a2bf-4f6a-a3ff-26d175377c20","order":120,"text":"……………………………………………………
[Employee's full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b66447c8-4bed-4245-959e-b5b0ae5eee5d","order":121,"text":"Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"9b2ead48-36d4-4834-a859-6eb56c64d400","order":122,"text":"Signed for and on behalf of the Employer:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c1daacbc-1cae-4bff-bc48-31f7738e1b37","order":123,"text":"……………………………………………………
[Name of signatory], [Position of signatory]
for and on behalf of [Employer's full legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"43785f11-d1ee-4e5e-a7b1-98ddb7383125","order":124,"text":"Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"57c7b444-e968-4fad-8cd9-a0bfa88fd5ab","order":125,"text":"ADVISER'S CERTIFICATE","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"marginTop":"10"},{"id":"e6037fad-6936-4549-9640-7baa9f0e7267","order":126,"text":"I, [Adviser's name] of [Adviser's firm], confirm that:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"02cb22fc-6004-4e74-9cd0-d15867b46e0b","order":127,"text":"(a) I have advised [Employee's full name] (the "Employee") as to the terms and effect of the above Agreement and, in particular, its effect on the Employee's ability to pursue any rights before an employment tribunal;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9ac48886-5f5d-41b2-a235-2fcaa29ee834","order":128,"text":"(b) I am a relevant independent adviser within the meaning of section 203 of the Employment Rights Act 1996 and the corresponding provisions of the other enactments referred to in the Agreement; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"782c8b41-7838-4887-8fd8-02f12d56eaad","order":129,"text":"(c) at the time I gave the advice there was in force a contract of insurance, or an indemnity provided for members of a profession or professional body, covering the risk of a claim by the Employee in respect of any loss arising from that advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"381602cb-b3a7-4e3b-ad53-a7a30f5bce7b","order":130,"text":"……………………………………………………
[Adviser's name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"dd3ed96c-3699-43d6-8261-272b69045c92","order":131,"text":"Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dba6d519-c0f5-432d-9a80-2178afdb9a6d","order":132,"text":"AGREED REFERENCE","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"7947fccc-0127-4321-b92e-ef8748249e16","value":"1","type":"add","operator":"="},{"field":"f750490e-cd73-4e60-8f6c-cdf8c45d271f","value":"agreed","type":"add","operator":"="}],"marginTop":"16"},{"id":"cad5d962-8ccb-4da3-8013-c3cb6ba0c439","order":133,"text":"(To be reproduced on the Employer's headed paper in response to any written reference request.)","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"7947fccc-0127-4321-b92e-ef8748249e16","value":"1","type":"add","operator":"="},{"field":"f750490e-cd73-4e60-8f6c-cdf8c45d271f","value":"agreed","type":"add","operator":"="}]},{"id":"ad9a5f9c-c9a6-49e4-bf6e-f2b77e4c1a81","order":134,"text":"To whom it may concern. [Employee's full name] was employed by this organisation as [Job title] from [Employment start date] to [Termination Date]. We found them to be a capable and conscientious member of staff and wish them well for the future. This reference is given in good faith and in confidence, and without any assumption of legal responsibility on the part of the organisation or the writer for any loss occasioned to the recipient or any other person in reliance upon it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7947fccc-0127-4321-b92e-ef8748249e16","value":"1","type":"add","operator":"="},{"field":"f750490e-cd73-4e60-8f6c-cdf8c45d271f","value":"agreed","type":"add","operator":"="}]},{"id":"3119f5e3-0e5f-4dae-93de-a2512350d9cf","order":135,"text":"RE-AFFIRMATION CERTIFICATE","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}],"marginTop":"16"},{"id":"0a4ad88a-b3d4-4bb6-b5e6-56e3e9ee58ab","order":136,"text":"(To be signed by the Employee within seven days after the Termination Date.)","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"f8aad5a2-5d38-45f2-a9f8-4d351523ec04","order":137,"text":"I, [Employee's full name], confirm that, as at the Termination Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"ceddfcaa-1aa5-4424-b88e-bdd61d26a164","order":138,"text":"(a) I re-affirm and agree to be bound by the above Agreement, and the settlement and waiver of claims set out in it shall extend to all claims of the kinds described in it which I have or may have against the Employer or any Group Company up to and including the Termination Date;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"b0e53dd2-f88f-4690-a546-7e8c9164aaed","order":139,"text":"(b) the warranties given by me in the Agreement remain true and accurate, and I am not aware of any claim against the Employer or any Group Company other than those settled by the Agreement; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"5245ad31-90fd-48bf-bcf3-65ec7295c0e0","order":140,"text":"(c) I have received advice from the Adviser named in the Agreement as to the terms and effect of this re-affirmation and, in particular, its effect on my ability to pursue any rights before an employment tribunal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"7bbf044c-3090-4819-b4a7-2ee5c77534d2","order":141,"text":"……………………………………………………
[Employee's full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"0869a0ca-77bf-4011-98ec-295d047f0273","order":142,"text":"Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"98f60c8c-a133-4dd0-a126-863c84489036","order":143,"text":"I confirm that I have given the Employee advice as to the terms and effect of this re-affirmation in the capacity of a relevant independent adviser, and that the insurance or professional indemnity referred to in the Agreement remained in force when I gave that advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"3c1fb174-0634-4638-8065-bb1a89f3bee0","order":144,"text":"……………………………………………………
[Adviser's name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]},{"id":"c7b6cf0a-527e-4d6a-b31b-639db9321cc2","order":145,"text":"Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2bad027e-7dd7-47a5-9d61-59ec8e5c495f","value":"1","type":"add","operator":"="}]}]