[{"id":"28e4e057-960a-4ac7-ab71-87c2e8c4e50e","order":10,"text":"SEVERANCE AGREEMENT AND GENERAL RELEASE OF CLAIMS","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5720f7a1-ed84-43a3-b1ed-91d21cc7d350","order":20,"text":"(This document affects your legal rights. Please read it carefully.)","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"41bea23c-0ed5-4274-8119-1cd61200deb6","order":30,"text":"This Severance Agreement and General Release of Claims (the "Agreement") is entered into by and between [Company name], a [State of incorporation] [Entity type] having its principal place of business at [Company address] (the "Company"), and [Employee full name], residing at [Employee home address] (the "Employee"). The Company and the Employee are referred to collectively as the "Parties" and individually as a "Party."","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"abbe2782-fabd-4a55-aa9d-93115a33134a","order":40,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"9c2b6e94-058c-484c-a709-541133c1ae4f","order":50,"text":"WHEREAS, the Employee has been employed by the Company as [Employee job title], with such employment having commenced on or about [Hire date];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8620bbb-f188-4b2d-bb40-3d8e2f983f09","order":60,"text":"WHEREAS, the Employee's employment with the Company shall terminate effective [Separation date] (the "Separation Date");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"80d2be87-4681-4d88-9025-b8d36f077914","order":70,"text":"WHEREAS, the Company has offered the Employee certain severance pay and benefits to which the Employee would not otherwise be entitled, in exchange for the Employee's execution of, and compliance with, this Agreement, including the general release of claims set forth herein;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ddc0504-0b2a-4f72-9af1-2aba0060ad1a","order":80,"text":"WHEREAS, the Parties wish to resolve fully and finally all matters between them arising out of or relating to the Employee's employment and the termination of that employment;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbdbd7b8-bf55-4024-8516-9fc43f2f296d","order":90,"text":"WHEREAS, this Agreement is offered to the Employee in connection with [termination context];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"add","operator":"="}]},{"id":"5470764d-4a7c-43ac-b613-2b796346ee86","order":100,"text":"NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1ec8577e-adc8-45d0-bcbc-6bc06796be48","order":110,"text":"1. SEPARATION OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"c717bc80-26f8-4619-9678-70632b6801a0","order":120,"text":"The Employee's employment with the Company terminated, or shall terminate, effective as of the Separation Date. As of the Separation Date, the Employee shall be deemed to have resigned from all positions, offices, directorships, and fiduciary capacities held with the Company and any of its affiliates, and shall execute any documents reasonably necessary to effect such resignations. Following the Separation Date, the Employee shall have no authority to act on behalf of, or to bind, the Company in any respect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8cf217a0-d1cc-4199-8244-8a566975dcbd","order":130,"text":"2. FINAL WAGES AND ACCRUED BENEFITS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"58752412-9379-492d-8f40-b0a011b13be1","order":140,"text":"Regardless of whether the Employee executes this Agreement, the Company shall pay the Employee all earned but unpaid base wages or salary through the Separation Date, together with payment for [accrued unused paid time off treatment], less applicable withholdings and deductions, in accordance with the Company's regular payroll practices and applicable law. The Employee acknowledges that such amounts are owed irrespective of this Agreement and do not constitute consideration for the release of claims set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a122019f-3ffc-43f8-a493-537e9f372641","order":150,"text":"3. SEVERANCE CONSIDERATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"fd2a2f39-d1a5-4278-ad00-90d0e7f64f73","order":160,"text":"In consideration of, and expressly conditioned upon, the Employee's execution of this Agreement, the Employee's non-revocation of this Agreement, and the Employee's continued compliance with its terms, the Company shall provide the Employee with the severance benefits described in this Section, to which the Employee acknowledges he or she would not otherwise be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3e457fe-f70a-4a84-b660-8b34f00cc66a","order":170,"text":"The Company shall pay the Employee a gross severance amount of [Total severance amount] (the "Severance Payment"), less all applicable federal, state, and local withholdings and deductions. The Severance Payment shall be paid in a single lump sum within [Number of days] days following the Effective Date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c1af80f-3fe2-44d4-b353-254ad4a87585","value":"salary continuation","type":"remove","operator":"="}]},{"id":"30f02328-c481-4133-9e1c-03f950747609","order":180,"text":"The Company shall pay the Employee a gross severance amount of [Total severance amount] (the "Severance Payment"), less all applicable federal, state, and local withholdings and deductions. The Severance Payment shall be paid in substantially equal installments over a period of [Number of weeks] weeks, in accordance with the Company's regular payroll schedule, commencing on the first regular payroll date following the Effective Date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c1af80f-3fe2-44d4-b353-254ad4a87585","value":"lump sum","type":"remove","operator":"="}]},{"id":"26fccf74-03c6-4d2d-b7fa-fea8417e675d","order":190,"text":"Provided the Employee is eligible for and timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay or reimburse the employer-equivalent portion of the Employee's monthly COBRA premium for a period of up to [Number of months] months following the Separation Date, or until the Employee becomes eligible for group health coverage through another employer, whichever occurs first. The Employee shall promptly notify the Company upon becoming eligible for such other coverage. Nothing herein shall extend any COBRA continuation period beyond the maximum period prescribed by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0ade7c72-908a-476b-b883-46d62a41b043","value":"1","type":"add","operator":"="}]},{"id":"fb1af423-9247-41fa-a72e-9f84700831fb","order":200,"text":"The Company shall make available to the Employee outplacement assistance services through a provider of the Company's choosing, for a period of up to [Number of months] months following the Separation Date, the cost of which shall be borne by the Company. The Employee's use of such services shall be entirely at the Employee's option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"815610a9-9c06-4179-9df4-56556bd51c19","value":"1","type":"add","operator":"="}]},{"id":"eb3424c7-4c49-40dd-bc9a-bd64c0abe68a","order":210,"text":"Except as expressly set forth in this Agreement, the Employee acknowledges and agrees that the Company has no obligation, contractual or otherwise, to provide the Employee with any further compensation, severance, bonus, equity, commission, or benefit of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3795a95d-74d8-4585-908d-e7dde38fd3d8","order":220,"text":"4. COMPLIANCE WITH SECTION 409A","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"a99ade83-27fa-4458-aac9-7270e493eb88","order":230,"text":"This Agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), and shall be interpreted and administered accordingly. Each installment of any payment hereunder shall be treated as a separate payment for purposes of Section 409A. To the extent any payment is subject to Section 409A and the Employee is a "specified employee" within the meaning thereof, payment shall be delayed to the extent required to avoid additional tax thereunder. In no event shall the Company be liable for any additional tax, interest, or penalty imposed on the Employee under Section 409A.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6eea9954-b29f-4154-9aff-cb3f1995dbca","order":240,"text":"5. GENERAL RELEASE OF CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"2e8dc857-6a6e-44b7-9e0a-3e4d7b8c7dbd","order":250,"text":"In exchange for the consideration described in the Section titled "Severance Consideration," the Employee, on behalf of himself or herself and his or her heirs, executors, administrators, successors, assigns, and representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and each of its past and present parents, subsidiaries, affiliates, divisions, and related entities, and each of their respective officers, directors, shareholders, members, managers, employees, agents, attorneys, insurers, predecessors, successors, and assigns (collectively, the "Released Parties"), from any and all claims, demands, causes of action, suits, debts, obligations, damages, liabilities, costs, and expenses (including attorneys' fees) of any kind whatsoever, whether known or unknown, suspected or unsuspected, that the Employee now has, has ever had, or may hereafter have against the Released Parties arising out of or relating to any matter, act, occurrence, or omission existing or occurring up to and including the date the Employee executes this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9291e0dc-c276-43d9-95d9-d183a478c4ab","order":260,"text":"Without limiting the generality of the foregoing, the claims released hereunder include, but are not limited to, any and all claims arising under or relating to: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (with respect to non-vested benefits); the Worker Adjustment and Retraining Notification Act; the Fair Labor Standards Act; the Equal Pay Act; the Genetic Information Nondiscrimination Act; the National Labor Relations Act; Section 1981 of the Civil Rights Act of 1866; and any other federal, state, or local statute, regulation, ordinance, or common law, including but not limited to claims for breach of contract (express or implied), wrongful or constructive discharge, retaliation, defamation, fraud, negligent or intentional infliction of emotional distress, promissory estoppel, breach of the covenant of good faith and fair dealing, and any claim for wages, bonuses, commissions, severance, vacation pay, or other compensation or benefits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f09a0004-df38-41ef-9892-203ceef9752b","order":270,"text":"The Employee further releases any claims arising under the laws of the State of [Governing law state], including any applicable state fair employment, wage, and anti-discrimination statutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"19ea6dbd-1198-40f0-a99e-d328eb55ef72","order":280,"text":"6. RELEASE OF AGE DISCRIMINATION CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"add","operator":"="}],"sectionNum":"S06"},{"id":"2cb6997c-afd7-439b-a489-1bcc6e8aaaec","order":290,"text":"The Employee acknowledges and agrees that the general release set forth in the Section titled "General Release of Claims" includes a knowing and voluntary waiver and release of all rights and claims that the Employee may have under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (collectively, the "ADEA"), arising up to and including the date the Employee signs this Agreement. The Employee specifically acknowledges that: (a) this waiver is written in a manner the Employee understands; (b) the Employee is waiving rights and claims under the ADEA in exchange for consideration that is in addition to anything of value to which the Employee is already entitled; (c) the Employee is hereby advised in writing to consult with an attorney before signing this Agreement; (d) the Employee does not waive any rights or claims under the ADEA that may arise after the date this Agreement is signed; and (e) the Employee has been given the consideration and revocation periods described in the Section titled "Consideration and Revocation Periods" below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"add","operator":"="}]},{"id":"1b7ae9a2-7f23-45af-846b-6fbe49af6a3a","order":300,"text":"7. CONSIDERATION AND REVOCATION PERIODS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"add","operator":"="}],"sectionNum":"S07"},{"id":"08780874-ed26-4346-8d9f-1e70df18b0a0","order":310,"text":"The Company hereby advises the Employee, in writing, to consult with an attorney of the Employee's choosing before signing this Agreement. The Employee acknowledges that the Employee has been given a period of [Consideration period (21 or 45 days)] calendar days from the Employee's receipt of this Agreement within which to consider whether to sign it. The Employee may sign this Agreement before the expiration of that period, and by doing so knowingly and voluntarily waives the balance of the period. Any changes to this Agreement, whether material or immaterial, shall not restart the running of the consideration period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"add","operator":"="}]},{"id":"ef8ca48e-2813-42af-b362-9e88212c339f","order":320,"text":"Because this Agreement is offered in connection with an employment termination program affecting a group or class of employees, the Company has provided to the Employee, in a written disclosure attached hereto, the information required by the Older Workers Benefit Protection Act, including the class, unit, or group of individuals covered by the program, the eligibility factors, the applicable time limits, and the job titles and ages of all individuals selected and not selected for the program.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"remove","operator":"!="},{"field":"70416842-0047-4a30-a7f4-681121a2c1c8","value":"an employment termination program affecting a group or class of employees","type":"remove","operator":"!="}]},{"id":"2e821ed5-55ca-4aa7-a675-b86c08bbd293","order":330,"text":"For a period of seven (7) calendar days following the date on which the Employee signs this Agreement (the "Revocation Period"), the Employee may revoke this Agreement by delivering written notice of revocation to [Revocation notice contact] before the expiration of the Revocation Period. This Agreement shall not become effective or enforceable, and no consideration shall be paid, until the Revocation Period has expired without the Employee having exercised the right of revocation. The eighth (8th) day following the Employee's execution of this Agreement, provided the Employee has not revoked it, shall be the "Effective Date" of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"add","operator":"="}]},{"id":"16fd0a9b-e7fd-4297-810e-545a1e91c337","order":340,"text":"This Agreement shall become effective and enforceable on the date the Employee signs it (the "Effective Date"), and no payment of the consideration described in the Section titled "Severance Consideration" shall be made before that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a9b60e4a-a18d-4e5b-a1d0-4293b9e117f0","value":"1","type":"remove","operator":"="}]},{"id":"9b9b1320-4077-4c91-934c-c3eaa588fadf","order":350,"text":"8. PROTECTED RIGHTS AND EXCLUSIONS FROM RELEASE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"3259c331-7fa6-4bc3-ad24-f871ef3e2e79","order":360,"text":"Notwithstanding anything in this Agreement to the contrary, the release set forth herein does not waive or release: (a) any claim that cannot be waived as a matter of law; (b) the Employee's right to any vested benefits under any qualified retirement plan; (c) any right to continuation coverage under COBRA; (d) any claim for workers' compensation or unemployment benefits; (e) any right to enforce this Agreement; or (f) any claim arising after the date the Employee signs this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b80c1255-429e-4581-a396-e042eecff959","order":370,"text":"Nothing in this Agreement shall be construed to prohibit or limit the Employee from filing a charge or complaint with, providing information to, or participating or cooperating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any other federal, state, or local government agency, or from exercising any rights protected under Section 7 of the National Labor Relations Act. The Employee, however, waives the right to recover any individual monetary relief or other personal remedy in connection with any such charge, complaint, or proceeding, except that this Agreement does not limit the Employee's right to receive an award from a government agency for information provided under any whistleblower program.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ee1a82f-4e24-46b3-bb5f-c091a7f9b68d","order":380,"text":"Pursuant to the Defend Trade Secrets Act of 2016, the Employee is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"40d36812-fb93-43dc-bfd0-127a119ac617","order":390,"text":"9. NO ADMISSION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"9d0d4c2a-afe7-4696-b157-6912a85a882e","order":400,"text":"This Agreement, and the furnishing of the consideration described herein, shall not be deemed or construed at any time as an admission by either Party of any wrongdoing, liability, or violation of any law, policy, or obligation. The Company expressly denies any such liability or wrongdoing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"82eae563-f3a0-40cc-83b6-90584b71f862","order":410,"text":"10. RETURN OF COMPANY PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"166de86b-eedb-4075-bd14-9e377b21ea34","order":420,"text":"On or before the Separation Date, or promptly upon the Company's request, the Employee shall return to the Company all property belonging to the Company or any Released Party, including without limitation all documents, records, files, keys, access cards, credit cards, computers, mobile devices, equipment, and all electronically stored information, together with all copies thereof, and shall not retain any such property in any form. The Employee further agrees to permanently delete any Company information stored on the Employee's personal devices or accounts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6ec25a41-da72-4f2e-acae-1f608fb51836","order":430,"text":"11. CONFIDENTIALITY OF THIS AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"cf1bc086-bc2d-4f0b-82f0-abe843c21855","order":440,"text":"The Employee agrees to keep the terms, amount, and existence of this Agreement strictly confidential, and shall not disclose any such information to any person or entity, except to the Employee's spouse, attorney, tax or financial advisor, or as otherwise required by law, provided that any such permitted recipient is informed of and agrees to abide by this confidentiality obligation. Nothing in this Section shall limit the protected rights described in the Section titled "Protected Rights and Exclusions from Release," and nothing herein prohibits the Employee from discussing the terms and conditions of employment with co-workers to the extent protected by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3a1086bb-a0e2-484e-9213-a4c343ea34bf","order":450,"text":"12. NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"5719ce5f-a447-43f1-a6f3-883636056480","order":460,"text":"The Employee agrees not to make, publish, or communicate any statement, whether oral or written, that disparages or defames the Company or any Released Party, including their products, services, business practices, officers, directors, or employees. Nothing in this Section shall prohibit the Employee from making truthful statements when required by law, legal process, or a government agency, or from exercising any protected right described in the Section titled "Protected Rights and Exclusions from Release." The Company agrees to instruct the members of its senior management who are aware of this Agreement not to disparage the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"62a3ccbb-b749-407e-b142-80a19509bab3","order":470,"text":"13. CONFIDENTIAL INFORMATION AND TRADE SECRETS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"b8546a13-795c-4e8a-a4a8-998c2120028f","order":480,"text":"The Employee acknowledges that, during employment, the Employee had access to confidential and proprietary information of the Company, including without limitation trade secrets, business plans, financial data, customer and supplier lists, pricing, marketing strategies, and technical information (collectively, "Confidential Information"). The Employee agrees that the Employee shall not, at any time, directly or indirectly, use or disclose any Confidential Information, except as authorized in writing by the Company or as required by law, and that the Employee's obligations under any prior confidentiality, invention assignment, or proprietary information agreement shall survive the termination of employment in accordance with their terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bcc4f081-5dbe-4d68-bab5-0a6d0e4a89cd","order":490,"text":"14. NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"0a935f3a-444f-494e-8734-4370d03646e1","value":"1","type":"add","operator":"="}],"sectionNum":"S14"},{"id":"8992259b-e4af-4c39-9ef6-a3bcd084fcaa","order":500,"text":"For a period of [Non-solicitation period (months)] months following the Separation Date, the Employee shall not, directly or indirectly, (a) solicit, induce, or attempt to induce any employee or independent contractor of the Company to terminate his or her relationship with the Company, or (b) solicit or attempt to solicit the business of any customer or client of the Company with whom the Employee had material contact during the final twelve (12) months of employment, for the purpose of providing products or services competitive with those of the Company. The Employee acknowledges that these restrictions are reasonable and necessary to protect the legitimate business interests of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"0a935f3a-444f-494e-8734-4370d03646e1","value":"1","type":"add","operator":"="}]},{"id":"a9328acc-2b7f-4ddc-ae8c-8e12c2564212","order":510,"text":"15. NON-COMPETITION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"a4eaa94e-89f6-4fff-a7d8-7342daba07de","value":"1","type":"add","operator":"="}],"sectionNum":"S15"},{"id":"fd500d2e-1d56-49e4-9eff-9b686676b783","order":520,"text":"For a period of [Non-competition period (months)] months following the Separation Date, within [Geographic scope], the Employee shall not, directly or indirectly, engage in, own, manage, operate, or be employed by any business that competes with the business of the Company as conducted as of the Separation Date. The Employee acknowledges that this restriction is reasonable in duration, geographic scope, and subject matter, and is necessary to protect the Company's legitimate business interests. If any court of competent jurisdiction determines that this restriction is unenforceable as written, the Parties intend that the court shall modify or "blue-pencil" the restriction to the minimum extent necessary to render it enforceable. This Section shall be void to the extent prohibited by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a4eaa94e-89f6-4fff-a7d8-7342daba07de","value":"1","type":"add","operator":"="}]},{"id":"c10c7085-1759-4e5d-9b4c-c9cc5dbbefe5","order":530,"text":"16. COOPERATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S16"},{"id":"b8a8be36-6bfd-4097-8b39-a7d24f006c9f","order":540,"text":"The Employee agrees to cooperate reasonably with the Company in connection with any investigation, claim, litigation, or governmental proceeding relating to matters of which the Employee has knowledge as a result of the Employee's employment, including by making himself or herself reasonably available to provide information and testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses incurred in connection with such cooperation and shall make reasonable efforts to accommodate the Employee's other professional and personal commitments.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"48c09ac1-e3fe-4739-9c04-7626e59f1b08","order":550,"text":"17. EMPLOYMENT REFERENCES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S17"},{"id":"8a67425e-ec8f-4f2b-a95d-555bbc21f13e","order":560,"text":"In response to inquiries from prospective employers, the Company shall, in accordance with its standard policy, confirm only the Employee's dates of employment, position(s) held, and, if authorized in writing by the Employee, the Employee's final rate of compensation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7af260f6-9885-4e30-8266-fc98b13cf66f","order":570,"text":"The Company shall direct all reference inquiries to [Reference inquiry contact].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"c6a2c8a3-215b-4090-b225-039a53fbfd65","value":"1","type":"add","operator":"="}]},{"id":"a749107e-f1c2-4c4b-8e18-2690205aa6b8","order":580,"text":"18. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S18"},{"id":"43de717a-9d48-4dd6-a692-b2c3b8ed14b4","order":590,"text":"The Employee is solely responsible for the payment of all taxes, interest, and penalties that may be due in respect of the consideration paid under this Agreement, except for the employer's share of applicable payroll taxes. The Company makes no representation regarding the tax treatment of any payment hereunder, and the Employee shall indemnify and hold the Company harmless from any tax liability, interest, or penalty assessed against the Company as a result of any position taken by the Employee with respect to such payments.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"54a57789-a579-4d08-b4b2-971f3c1cb6c5","order":600,"text":"19. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S19"},{"id":"b680d93a-012c-45d0-8e21-f2e76e2cd695","order":610,"text":"The Employee represents and warrants that: (a) the Employee has not filed, and is not aware of, any pending complaint, charge, claim, or action against any Released Party, other than as may be permitted under the Section titled "Protected Rights and Exclusions from Release"; (b) the Employee has been paid all wages, overtime, commissions, bonuses, and other compensation earned through the date hereof, except as provided in the Section titled "Final Wages and Accrued Benefits"; (c) the Employee has not suffered any work-related injury or illness for which a claim has not been disclosed to the Company; (d) the Employee has been provided all leave to which the Employee was entitled under the Family and Medical Leave Act and any applicable state law; and (e) the Employee has full authority to enter into this Agreement and to grant the release set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"7c6d596b-8f7c-4d4e-a474-25955eb65db4","order":620,"text":"20. BREACH AND REMEDIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S20"},{"id":"8f52a5ef-81db-4de4-8966-7fa9c9cbff91","order":630,"text":"The Employee acknowledges that a breach of the Employee's obligations of confidentiality, non-disparagement, protection of Confidential Information, non-solicitation, or non-competition under this Agreement would cause the Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedy available at law or in equity, the Company shall be entitled to seek injunctive relief, without the necessity of posting a bond, to enforce such obligations. In the event of a material breach by the Employee, the Company may, to the extent permitted by law and without waiving the release granted herein, cease any further payments or benefits otherwise due under the Section titled "Severance Consideration."","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4d63e046-8f21-473c-b7d4-4cf9028034fc","order":640,"text":"21. GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S21"},{"id":"ee9671c4-f912-4fc7-a8c0-5897c2eccf91","order":650,"text":"This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [Governing law state], without regard to its conflict-of-laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"44eae648-8bc2-4f2f-940d-cbc374cc1bd7","order":660,"text":"22. DISPUTE RESOLUTION AND VENUE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S22"},{"id":"21d4be48-7484-4dd6-b2ac-001b20eef9b0","order":670,"text":"The Parties agree that, prior to commencing any legal proceeding, they shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation and, if unsuccessful, through non-binding mediation administered by a mutually agreed mediator. Any dispute not so resolved shall be brought exclusively in the state or federal courts located in [County and State of venue], and each Party irrevocably consents to the personal jurisdiction of such courts. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1731492e-64eb-40bd-b544-eaedd896d67b","order":680,"text":"23. SEVERABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S23"},{"id":"69e136c7-8864-445b-b467-3daa831f3e9f","order":690,"text":"If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, consistent with the Parties' intent. The invalidity of any provision shall not affect the validity of the general release set forth in the Section titled "General Release of Claims," which the Parties intend to be enforced to the fullest extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c4c70422-fe3a-47d2-bf67-a2d2eceb719a","order":700,"text":"24. ENTIRE AGREEMENT; AMENDMENT; WAIVER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S24"},{"id":"d22212ac-d3b3-4408-98ac-7a1384c5b486","order":710,"text":"This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, and negotiations, whether written or oral, except for any surviving obligations under any prior confidentiality, invention assignment, or restrictive covenant agreement, which shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought, and no such waiver shall constitute a continuing waiver or a waiver of any other provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f980d295-96f9-49aa-9c3b-109031a26e41","order":720,"text":"25. ASSIGNMENT AND SUCCESSORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S25"},{"id":"b170362e-ae32-4d9e-a4ed-290cf436b13a","order":730,"text":"The Employee may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement to any successor or affiliate. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c354da13-e175-4ec1-87ac-00685e072929","order":740,"text":"26. COUNTERPARTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S26"},{"id":"b3e2bc06-12ba-4778-8d6a-795217a40da7","order":750,"text":"This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed valid and binding to the same extent as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c0ed1b80-829d-4f66-86b7-0fc6f1bdef38","order":760,"text":"27. KNOWING AND VOLUNTARY ACKNOWLEDGMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S27"},{"id":"a7ee9640-97c1-405e-a6ff-109948964da7","order":770,"text":"The Employee acknowledges and agrees that the Employee has carefully read and fully understands all of the provisions of this Agreement; that the Employee has had a reasonable opportunity to consult with an attorney of the Employee's choosing; that the Employee is signing this Agreement knowingly, voluntarily, and free of any duress or coercion; and that the Employee is receiving consideration under this Agreement to which the Employee would not otherwise be entitled. The Employee further acknowledges that the Employee has not relied on any representation, promise, or inducement not expressly set forth in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"2ada75c7-d5f6-405a-9439-06aad74f8b5c","order":780,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"b11331d7-ddd6-49dc-af30-1d7e68ee06a5","order":790,"text":"FOR THE COMPANY:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"9f5f05a8-bbbd-4cc3-9e46-4bcdf5213581","order":800,"text":"[Company name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a82e4fbf-5afc-4e5e-803e-668176b539b6","order":810,"text":"By: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af70f7e1-923e-4892-bdcf-f15f6307cd54","order":820,"text":"Name: [Authorized representative name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce3a814a-bc2c-4546-bf4e-65e79d7e7b16","order":830,"text":"Title: [Representative title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"555257d2-c5b9-4a35-aeb5-976e7c92eea4","order":840,"text":"Date: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"9cf13b4b-8165-479c-84ec-43acacdb2480","order":850,"text":"THE EMPLOYEE:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"61d7d64b-d565-44d5-a428-8e9167b3d5a6","order":860,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb86e573-f3a3-4a3b-a495-cfbcd0feca77","order":870,"text":"[Employee full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e996e598-a754-4fad-812d-1573a7e77b92","order":880,"text":"Date: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]