[{"id":"0563d75c-f3d5-46fa-af2b-24654be4d7c1","order":1,"text":"TRAINING REPAYMENT AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"fa04abbb-ecaf-41b1-b0fe-e5b8b86ea772","order":2,"text":"Reimbursement of Education, Certification and Licensing Costs","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"36571cdc-9078-4631-951f-fc81972be83c","order":3,"text":"This Training Repayment Agreement (this \"Agreement\") is made and entered into as of [Effective date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d51cae1f-9191-43ae-9a33-c1b760c2e2ee","order":4,"text":"[Employer legal name], a [State of organization] corporation, with its principal place of business at [Employer street address, city, state and ZIP code] (the \"Employer\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5ffbf99c-9788-4c41-bc0f-78296a33c21b","order":5,"text":"[Employee full legal name], an individual residing at [Employee street address, city, state and ZIP code] (the \"Employee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"461e6f9d-5d4c-4cb4-b13a-a711f79118fb","order":6,"text":"The Employer and the Employee are referred to in this Agreement individually as a \"Party\" and together as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3c3549d8-cb2a-4e0c-9ad6-14f45fd0e7f4","order":7,"text":"KEY TERMS OF THE REPAYMENT OBLIGATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"2027592c-43ec-4016-b00e-71c8bdfe167e","order":8,"text":"Amount funded by the Employer: US $[Total amount funded by the Employer]. Service Period: [Service Period in months] months from the Completion Date. The amount that could become repayable falls in equal monthly steps across the Service Period and reaches zero at the end of it. The most that could ever become repayable is US $[Total amount funded by the Employer].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4fa9ed9f-5bd5-486d-a1dc-c64664c52f2c","value":"pro-rata","type":"add","operator":"="}]},{"id":"f33ca724-60c6-407f-be67-1db5d0949aa2","order":9,"text":"Amount funded by the Employer: US $[Total amount funded by the Employer]. Service Period: [Service Period in months] months from the Completion Date. The amount that could become repayable is [First tier percentage] percent of the amount funded where the Employee leaves within [First tier length in months] months of the Completion Date, [Second tier percentage] percent where the Employee leaves after that point but before the end of the Service Period, and zero afterwards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4fa9ed9f-5bd5-486d-a1dc-c64664c52f2c","value":"tiered","type":"add","operator":"="}]},{"id":"516dde1a-7d24-489e-b040-06f90e0b42c7","order":10,"text":"Nothing in this Agreement requires the Employee to remain employed for any period. The only financial consequence of an early departure is the amount described above, and only where the departure is a Qualifying Separation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"225e086b-c1d2-420c-b245-43ff2628fe35","order":11,"text":"This summary is given for the Employee's information. Capitalized terms used in it have the meanings given to them in the Article entitled \"Definitions\", and where the summary differs from the Articles of this Agreement, those Articles govern.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"008ce430-a7b1-4957-b0dd-e1372e042e6f","order":12,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"15fd79f8-48ce-43e8-b5e0-dec91c221c36","order":13,"text":"The Employee is employed by the Employer as [Employee job title]. The Employee's employment is at will, and nothing in this Agreement alters that status.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7982ee40-4810-4da3-80ab-2f044bf34831","order":14,"text":"The Employee has asked to participate, and the Employer has agreed to fund the Employee's participation, in [Name of the program], an industry certification program administered by [Name of the training provider or institution] and leading to [Credential, certification, license or degree obtained] (the \"Program\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"739edebd-ec09-4c23-b8a5-181a48164f25","order":15,"text":"The Program is elective. It is distinct from the ordinary on-the-job training that the Employer provides at its own expense to every person holding the Employee's position, and it results in [Credential, certification, license or degree obtained], which is recognized by third parties and which remains with the Employee after the employment relationship ends.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"14f115d6-42f2-484a-bac2-1993b9a6ed63","order":16,"text":"The Employer is willing to advance the cost of the Program in reliance on the Employee's commitment to remain employed for the Service Period. The Parties intend that the amount advanced be forgiven progressively over the Service Period, in accordance with the forgiveness schedule set out below, and that any amount which becomes repayable represent the recovery of a genuine, documented cost rather than a penalty, an award of liquidated damages or a fee for leaving employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"58b2e3d0-da80-43b2-b3c0-1279e2fd6058","order":17,"text":"This Agreement is entered into voluntarily. It is separate from any offer letter, employment agreement or handbook; it is not a condition of the Employee's employment or continued employment; and it is not, and is not intended to operate as, a covenant not to compete or any other restraint on the Employee's ability to work for any person or entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78af407c-6170-4aea-94f7-02c617fab927","order":18,"text":"NOW, THEREFORE, in consideration of the Employer's payment of the Program Costs, of the mutual covenants set out below and of other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"180a5278-ff95-41bf-90c0-287fcfc24ee7","order":19,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"fd286b4c-38e4-473c-b6a5-682420aea9f1","order":20,"text":"In this Agreement the following capitalized terms carry the definitions set out below. A term defined elsewhere in this Agreement carries the definition there given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"098057f9-c9ea-49e5-90cf-984addc518dc","order":21,"text":"\"Business Day\" means a day other than a Saturday, a Sunday or a day on which banks in the State of [Governing state] are authorized or required to close.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3589e380-e608-446d-a7f5-9a791c93ee50","order":22,"text":"\"Cause\" means, as determined by the Employer in good faith and supported by documented evidence: the Employee's conviction of, or plea of guilty or of no contest to, a felony or a crime involving dishonesty; the Employee's willful misconduct, fraud, embezzlement or gross negligence in the performance of the Employee's duties; the Employee's material breach of a written policy of the Employer that remains uncured for ten (10) Business Days after written notice, where the breach is capable of cure; or the Employee's willful and repeated failure to perform assigned duties that remains uncured for ten (10) Business Days after written notice. Poor performance, absence protected by law and the exercise of any legally protected right do not constitute Cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a268a571-6c5d-4c1a-81a2-3b12af449700","order":23,"text":"\"Completion Date\" means [Date on which the Program is completed], the date on which the Employee completed, or is scheduled to complete, the Program. If the Program is completed on a different date, the Completion Date is the actual date of completion, confirmed in writing by the Employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d074f150-2eee-4fe2-aea4-3b4e8a8e60df","order":24,"text":"\"Good Reason\" means, without the Employee's written consent: a material reduction in the Employee's base compensation; a material diminution in the Employee's duties, authority or responsibilities; a relocation of the Employee's primary work location by more than fifty (50) miles; or a material breach by the Employer of this Agreement or of any written employment agreement. The Employee must give written notice within ninety (90) days after the event, the Employer must fail to cure within thirty (30) days after that notice, and the Employee must resign within thirty (30) days after the cure period ends.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4485f784-906f-48c3-b4f4-fe87dd1c0a38","order":25,"text":"\"Program\" means [Name of the program], together with every examination, registration, enrollment and item of required material that forms part of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b02b0916-d363-47cf-9904-13fc0117d500","order":26,"text":"\"Program Costs\" means the actual amounts, not exceeding US $[Total amount funded by the Employer], that the Employer pays to third parties for the Employee's participation in the Program, itemized in Exhibit A and determined in accordance with the Article entitled \"The Program and the Costs Funded by the Employer\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bda83246-1bd6-4a8c-b176-47d69b091a2b","order":27,"text":"\"Qualifying Separation\" means the end of the Employee's employment before the expiry of the Service Period by reason of, and only by reason of, either the Employee's voluntary resignation without Good Reason or a termination by the Employer for Cause. No other event is a Qualifying Separation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79a5bcdd-577d-47db-b808-100e7cb119ed","order":28,"text":"\"Repayable Amount\" means the amount, if any, calculated under the Article entitled \"Repayment Amount and Forgiveness Schedule\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65eaf149-1a88-4d90-b29b-dc5294b1a817","order":29,"text":"\"Repayment Notice\" means the written statement described in the Article entitled \"Repayment Procedure\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa746d7d-84c2-4cd1-8fd2-8a123f29c1e1","order":30,"text":"\"Separation Date\" means the last day on which the Employee performs services for the Employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d01876f1-2b6f-40ec-9816-63d0c7fd45f1","order":31,"text":"\"Service Period\" means the period of [Service Period in months] consecutive months beginning on the Completion Date, as extended by any tolling under the Article entitled \"Service Period\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4aa5e5b4-c42c-4952-9fe7-fff6f9a6a3a5","order":32,"text":"2. THE PROGRAM AND THE COSTS FUNDED BY THE EMPLOYER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"367a115f-5d35-4e5f-9f2c-30b7eeb11e15","order":33,"text":"The Employer shall pay, or shall reimburse the Employee for, the Program Costs. Wherever practicable the Employer shall pay those amounts directly to the Program provider. The Employer's obligation to fund the Program is not conditional on the enforceability of the repayment obligation contained in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"414764ce-019b-4487-bb47-2421a23f93fd","order":34,"text":"For the purposes of this Agreement the Program Costs consist of tuition and required fees, examination and registration fees, required books and materials, and the reasonable and documented travel and lodging expenses necessarily incurred in order to attend the Program.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"66a45c73-2d86-4205-a66a-0252547405d8","value":"full","type":"add","operator":"="}]},{"id":"41fb373d-2344-490a-8722-f705fa5bfd2a","order":35,"text":"For the purposes of this Agreement the Program Costs consist solely of tuition and of the fees required by the Program provider. Examination fees, materials, travel, lodging and every other incidental expense are borne by the Employer and are not recoverable under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"66a45c73-2d86-4205-a66a-0252547405d8","value":"tuition-only","type":"add","operator":"="}]},{"id":"75b7e121-a1d5-470d-bdbc-897f303c4881","order":36,"text":"The Program Costs do not include, and the Employer shall not seek to recover: wages, salary, commissions, bonuses or benefits paid to the Employee for time spent participating in the Program; the value of the Employee's working time; the Employer's internal administrative costs, overhead, supervision or instructor time; the cost of ordinary on-the-job training or of orientation; recruiting, replacement, agency or lost-productivity costs; or any markup, administrative charge, service fee or premium of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1785b1df-1cf0-4910-a5c9-229b41c64dba","order":37,"text":"The Employer shall keep, and shall make available to the Employee on request, the invoices, receipts and other records substantiating each item of the Program Costs, and shall retain them until the end of the Service Period and for two (2) years afterwards. No amount is recoverable under this Agreement unless it is so substantiated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c5f167d-f6e9-4c0b-912b-9ac2e96a6164","order":38,"text":"Within thirty (30) days after the Completion Date the Employer shall give the Employee a written statement of the Program Costs actually incurred, accompanied by copies of the supporting invoices. The Employer may correct or supplement that statement once, by written notice given no later than sixty (60) days after the Completion Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6c5af3a-03d4-494a-9deb-5a28552a8b6e","order":39,"text":"An amount that has not been disclosed to the Employee by the end of that period, whether because it was omitted from the statement or because no statement was given, is not recoverable under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23e5ab55-fcd0-4fb5-a775-7688c0f0c6bc","order":40,"text":"Time spent by the Employee in the Program that constitutes hours worked under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., or under applicable state law, shall be paid by the Employer at the rate required by law. No such payment is a Program Cost and no such payment is recoverable under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a029369-0ad4-4400-860a-0f19bd721b4a","order":41,"text":"The Employer's obligation to fund the Program arises when the Employee enrolls in it and the Program provider issues its invoice. The Employer shall pay each invoice by its due date and shall not condition payment on any matter outside this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b2b34ea-34ad-4664-a558-90c17c6925c2","order":42,"text":"The Employee shall make reasonable efforts to attend and to complete the Program and shall give the Employer reasonable evidence of completion. The Employer shall release the Employee from regularly scheduled duties as necessary to attend the Program.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6cf464e8-4891-488c-904b-2febb9a42df2","order":43,"text":"If the Employee does not complete the Program, no amount is repayable unless the Employee voluntarily abandoned it without good cause. Failure to pass an examination, a scheduling conflict created by the Employer, illness, protected leave, and any other cause beyond the Employee's control give rise to no repayment obligation whatever. If the Employee voluntarily abandons the Program without good cause, the Completion Date is deemed to be the date of abandonment and the remainder of this Agreement applies unchanged.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cbfa8139-2884-43a2-a219-b210c8cba237","order":44,"text":"The Employer shall use reasonable efforts to obtain from the Program provider every refund, credit or cancellation available if the Employee does not complete the Program or leaves before the Completion Date. Only amounts that the Employer has actually paid, and cannot recover from the provider, form part of the Program Costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"297d9fea-60f8-447a-bfac-0ca20d8f6e0e","order":45,"text":"If the employment relationship ends before the Completion Date in circumstances that would otherwise amount to a Qualifying Separation, the Program Costs are limited to the amounts already paid that are not refundable, the Completion Date is deemed to be the Separation Date, and the remainder of this Agreement applies unchanged. In every other case no amount is repayable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3442d897-2eef-4e69-82b2-8d0149dc0312","order":46,"text":"3. PROGRAM RECORDS; USE AND CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"b6568516-c824-4632-8519-6e571b1d9898","order":47,"text":"The Employee authorizes the Program provider to release to the Employer only those records needed to administer this Agreement: proof of enrollment, attendance, completion or non-completion, the result of any examination expressed solely as a pass or a failure, and the provider's invoices and receipts. The authorization extends to no other record and to no other purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1cb08c89-4320-4a55-b658-9fc6948c6ab4","order":48,"text":"If the Program provider is an educational institution subject to the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and to 34 C.F.R. § 99.30, this Article is the Employee's signed and dated written consent to the disclosure described above: it specifies the records that may be disclosed, states the purpose of the disclosure and identifies the Employer as its sole recipient. An electronic signature on this Agreement satisfies that requirement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7768f62d-172b-4b12-a53e-af7e6b8eb763","order":49,"text":"The Employee may at any time request from the Program provider a copy of the records disclosed to the Employer, and may request the same copy from the Employer, which shall provide it within ten (10) Business Days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fee7dee6-ced1-418a-a0d6-1d81e62415df","order":50,"text":"The Employee may revoke that consent prospectively at any time by written notice to the Employer and to the Program provider. Revocation does not extinguish the Repayable Amount, but the Employer may then rely only on the records already lawfully in its possession, and any amount it cannot substantiate is not recoverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55129c02-0322-4c05-bf60-75adb114e012","order":51,"text":"The Employer shall use the records solely to administer this Agreement, shall restrict access to the personnel who require it for that purpose, shall keep the records separate from the Employee's personnel file if applicable law so requires, and shall not disclose them to any third party except as required by law or as strictly necessary to enforce this Agreement. The Employer shall destroy or return the records at the end of the retention period set out in the Article entitled \"The Program and the Costs Funded by the Employer\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4636dfe-5c07-4f4a-8980-9709b3761f74","order":52,"text":"4. VOLUNTARY PARTICIPATION; NO EFFECT ON EMPLOYMENT STATUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"e43bcf28-5d45-444f-acb1-455f4e606a6e","order":53,"text":"Participation in the Program is voluntary. A decision by the Employee not to participate would not have affected, and the Employee's participation does not affect, the Employee's employment, compensation, hours, assignments or eligibility for advancement. The Employee was given a genuine opportunity to decline.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b05110e-4bf4-4f77-bf3c-29c367208e76","order":54,"text":"The Employee's employment remains at will. Either the Employee or the Employer may end the employment relationship at any time, with or without cause and with or without notice. Nothing in this Agreement creates a contract of employment for any fixed term, and nothing in it requires the Employee to remain employed for any period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fe43242-d700-4c9e-b482-3874aca1bc46","order":55,"text":"This Agreement is not a covenant not to compete, a non-solicitation covenant, a no-hire agreement or any other restraint of trade. It does not restrict, and shall not be construed to restrict, the Employee from working for any person or entity, in any geographic area, in any capacity and at any time, including for a competitor of the Employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"236d86a0-6c69-4335-b45e-fbf31cb553bb","order":56,"text":"Nothing in this Agreement limits or interferes with the Employee's rights under § 7 of the National Labor Relations Act, 29 U.S.C. § 157, including the right to engage in protected concerted activity, to discuss wages and the terms and conditions of employment, and to organize. Nothing in this Agreement prevents the Employee from filing a charge or complaint with, or participating in an investigation conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, a state fair employment practices or labor agency, a securities or other regulator, or any other government agency, or from receiving any award for information provided to such an agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2eaa8c22-fe81-4263-8bb4-c21b269c8d88","order":57,"text":"The Employer shall not enforce this Agreement, and shall not threaten to enforce it, in response to protected activity or in order to discourage the Employee from exercising any right under federal, state or local law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5e6c5d6-286e-4460-916f-95dda70993d9","order":58,"text":"5. SERVICE PERIOD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"32589739-a59e-458f-8a5a-f646cbbebd22","order":59,"text":"The Service Period is [Service Period in months] consecutive months beginning on the Completion Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e32ed46-b2c7-4083-b018-64003540734c","order":60,"text":"The Service Period is tolled, and correspondingly extended, for any period during which the Employee is on leave under the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., on comparable state or local protected leave, on leave granted as a reasonable accommodation under the Americans with Disabilities Act, on workers' compensation leave, or absent for uniformed service protected by the Uniformed Services Employment and Reemployment Rights Act, 38 U.S.C. § 4301 et seq. No such absence gives rise to any repayment obligation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7dcc28d9-4f0f-4292-ab7b-67ac16a57925","order":61,"text":"If the Employee is re-engaged by the Employer within ninety (90) days after a Qualifying Separation, the Service Period resumes at the point it had reached on the Separation Date and the Employer shall refund any amount already repaid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f3e7df7-3a34-4cee-bc67-313809a10177","order":62,"text":"A transfer of the Employee to an affiliate of the Employer, and the continuation of the Employee's employment with a successor to the Employer's business, do not interrupt the Service Period and are not a separation for the purposes of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4054a845-081d-4a66-b750-4e3c4bd95b36","order":63,"text":"Upon the expiry of the Service Period the whole of the Program Costs is deemed forgiven and the Employee has no further obligation of any kind under this Agreement. The Employer shall, on request, confirm that fact to the Employee in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbf65e13-250f-4436-acce-03ebdf272d6c","order":64,"text":"6. REPAYMENT AMOUNT AND FORGIVENESS SCHEDULE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"a1af1f96-ff2e-45e8-ac99-b9522e092691","order":65,"text":"If, and only if, a Qualifying Separation occurs before the expiry of the Service Period, the Employee shall pay the Employer the Repayable Amount, calculated as set out in this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c402dc68-1d35-4eea-b0d7-fb37d90a390d","order":66,"text":"The Program Costs are forgiven in equal monthly increments over the Service Period. On the last day of each complete calendar month of the Service Period an equal fraction of the Program Costs, being the Program Costs divided by [Service Period in months], is permanently and irrevocably forgiven. The Repayable Amount equals the Program Costs multiplied by the number of whole months then remaining in the Service Period and divided by the total number of months in the Service Period. Any partial month is resolved in favor of the Employee and treated as forgiven.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4fa9ed9f-5bd5-486d-a1dc-c64664c52f2c","value":"pro-rata","type":"add","operator":"="}]},{"id":"af7c2d17-8f47-42aa-9063-1baa69845da4","order":67,"text":"The Program Costs are forgiven in tiers by reference to the Separation Date. If the Qualifying Separation occurs on or before the day falling [First tier length in months] months after the Completion Date, the Repayable Amount is [First tier percentage] percent of the Program Costs. If it occurs after that day but before the expiry of the Service Period, the Repayable Amount is [Second tier percentage] percent of the Program Costs. If the separation occurs on or after the expiry of the Service Period of [Service Period in months] months, no amount is repayable. Any partial month is resolved in favor of the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4fa9ed9f-5bd5-486d-a1dc-c64664c52f2c","value":"tiered","type":"add","operator":"="}]},{"id":"86ffbfaf-be24-4475-b851-564c818554b5","order":68,"text":"The Repayable Amount shall in no event exceed the Program Costs actually paid by the Employer and substantiated in accordance with this Agreement, and shall in no event exceed US $[Total amount funded by the Employer]. No penalty, liquidated damages, service charge, collection fee, administrative fee or other amount is payable except as expressly provided in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9918a246-6a0f-40a5-a28c-66706d53abdc","order":69,"text":"The Repayable Amount is a reimbursement of an actual, documented expense advanced for the Employee's benefit. It is not consideration for the Employee's agreement to remain employed, it is not a charge for leaving employment, and it is not a substitute for a restrictive covenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"390fd608-a5fb-4d5b-b383-7cb706326c63","order":70,"text":"The Program Costs are not an advance on wages, a loan of wages or a deduction from wages, and no part of them is treated as compensation withheld, diverted or reduced.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c30804d1-6007-41a4-bff6-e28a91129319","order":71,"text":"7. SEPARATIONS THAT DO NOT TRIGGER REPAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"1df63d9d-3792-485c-b295-5cc6044abda3","order":72,"text":"No amount is repayable, and any unforgiven balance is immediately and permanently extinguished, where the employment relationship ends for any reason other than a Qualifying Separation. Without limiting that principle, no amount is repayable where the employment ends by reason of:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e7944892-28c1-448e-99b1-ef4be04ca699","order":73,"text":"— a termination by the Employer without Cause, including a layoff, a reduction in force, the elimination of the Employee's position, a furlough that becomes permanent, a plant closing or a closure of the business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"896d9952-ba7b-47ec-97ba-318ad7cbf98d","order":74,"text":"— the Employee's resignation for Good Reason, or a constructive discharge;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"60f20923-7a2a-40d5-ac13-2d470055f70d","order":75,"text":"— the Employee's death, or a disability that prevents the Employee from performing the essential functions of the position with or without reasonable accommodation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"a3d0164f-620c-486b-963e-d6083f23ddca","order":76,"text":"— a material breach of this Agreement or of any employment agreement by the Employer, including any failure to provide, to arrange or to pay for the Program;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"d8681539-db15-4d9f-89a3-c070f864d303","order":77,"text":"— a decision by the Employer not to renew or not to continue the employment relationship;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"c196aaf4-6ebd-4a5b-bf9b-34ea5d61bd08","order":78,"text":"— the cancellation, discontinuation or material alteration of the Program by the Employer or by the Program provider, or the Employee's inability to complete the Program for a reason beyond the Employee's control;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"058c9de2-627f-43dc-9f61-f0e4c8983914","order":79,"text":"— the Employee's uniformed service, protected leave, or exercise of any right protected by federal, state or local law, including protected concerted activity; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"308c210b-0dd6-4fe8-8086-c7590a88ec46","order":80,"text":"— the mutual written agreement of the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"53737437-71ea-488b-bb41-a1225ec90b75","order":81,"text":"The Employer bears the burden of establishing that a Qualifying Separation has occurred and that every condition to recovery under this Agreement has been satisfied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"21d84674-68a6-4338-998d-eaf7cb737457","order":82,"text":"If the separation occurs in connection with a mass layoff or plant closing governed by the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., or by a comparable state statute, no amount is repayable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c71a9695-754e-4a29-b3c2-f1c32babddb7","order":83,"text":"8. REPAYMENT PROCEDURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"4c709e4d-99c2-4f5a-a26d-7d307e17e363","order":84,"text":"Within [Days to send the notice] days after the Separation Date the Employer shall deliver to the Employee a written Repayment Notice stating: that the Employer treats the separation as a Qualifying Separation, and the grounds for doing so; an itemized statement of the Program Costs; the amount already forgiven and the method by which it was calculated; the Repayable Amount; and the date on which payment falls due. The Repayment Notice shall be accompanied by copies of the invoices and receipts substantiating each item.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f10511f-488e-4ccf-8bdd-0f229326f292","order":85,"text":"The Employer waives the Repayable Amount in full if it fails to deliver a Repayment Notice within that period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4eaa283e-0046-4751-a1e6-dbb7e9bf03de","order":86,"text":"The Employee may dispute the Repayment Notice by written notice given within thirty (30) days after receipt, stating the grounds relied upon. The Employer shall respond in writing within thirty (30) days. No amount falls due, and no interest accrues, while a dispute raised in accordance with this Article remains unresolved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5bdc1d1c-5731-42e6-87cb-8832ca08d77a","order":87,"text":"The Repayable Amount is payable in a single sum within [Days to pay] days after the date of the Repayment Notice or, where the Employee has disputed it, within that same number of days after the dispute is resolved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"badd485f-1397-4061-90c8-18c6015c46a6","value":"lump-sum","type":"add","operator":"="}]},{"id":"986170e3-62ce-4da8-845c-ebfcc957d70b","order":88,"text":"The Repayable Amount is payable in [Number of monthly installments] equal consecutive monthly installments, the first falling due [Days to pay] days after the date of the Repayment Notice or, where the Employee has disputed it, after the dispute is resolved. The Employer may declare the whole outstanding balance immediately due only where an installment remains unpaid fifteen (15) days after written notice of the arrears.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"badd485f-1397-4061-90c8-18c6015c46a6","value":"installments","type":"add","operator":"="}]},{"id":"2a588988-d5b8-4b78-ad0d-c6e0672b7843","order":89,"text":"The Employee may pay the Repayable Amount, in whole or in part, at any time, without penalty, premium, prepayment charge or fee of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d089f119-6774-4972-bf1e-9c64b22502c1","order":90,"text":"The Employer shall commence any proceeding to recover the Repayable Amount within one (1) year after the date on which it falls due. A claim not brought within that period is waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0fa7da20-304b-4fbc-aae6-63d88225a5af","order":91,"text":"The Employer shall not withhold, deduct or set off any part of the Repayable Amount against the Employee's wages, final pay, accrued vacation or paid time off, expense reimbursements, commissions or any other compensation. The Employer's sole recourse is the procedure set out in this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"no-deduction","type":"add","operator":"="}]},{"id":"963b2c9d-81a0-41f5-b2a1-af2f8d086f0e","order":92,"text":"The Employer shall not sell, assign, pledge or otherwise transfer the Repayable Amount to any debt collector, debt buyer or other third party, and shall not furnish any information concerning the Repayable Amount to any consumer reporting agency within the meaning of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"005c84a0-253b-4b7d-82e4-e0e526381f06","order":93,"text":"The Parties do not intend the Repayable Amount to constitute an extension of consumer credit. No finance charge, interest, carrying charge or other charge of any kind is imposed on it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8b098f59-ef76-4be9-9484-1a4abbb13e31","value":"no-interest","type":"add","operator":"="}]},{"id":"9b3fb261-ba2d-497b-bc9b-ad1d05efe4c8","order":94,"text":"The Parties do not intend the Repayable Amount to constitute an extension of consumer credit. No finance charge is imposed on it. The only additional charge that may arise is the interest on past-due amounts provided for in the Article entitled \"Interest on Past-Due Amounts\", which is a default charge and not a finance charge.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8b098f59-ef76-4be9-9484-1a4abbb13e31","value":"simple-interest","type":"add","operator":"="}]},{"id":"2a9ce515-fd3c-4236-9610-d1bbabac8f0e","order":95,"text":"9. INTEREST ON PAST-DUE AMOUNTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8b098f59-ef76-4be9-9484-1a4abbb13e31","value":"simple-interest","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S09"},{"id":"d0c615e2-c1cc-4084-b5c1-51d7a887cf6f","order":96,"text":"Any part of the Repayable Amount that remains unpaid after its due date bears simple interest at the rate of [Annual interest rate] percent per annum, calculated from the due date until payment and in no event exceeding the maximum rate permitted by applicable law. If the stated rate exceeds that maximum, the rate is reduced to the maximum permitted, and any excess already collected is refunded or credited to the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8b098f59-ef76-4be9-9484-1a4abbb13e31","value":"simple-interest","type":"add","operator":"="}]},{"id":"de7efd8f-2c6d-4aad-bc1b-fbb6cef574c3","order":97,"text":"No interest accrues while a dispute raised under the Article entitled \"Repayment Procedure\" remains unresolved. If the Employee is entitled to the interest rate protection of the Servicemembers Civil Relief Act, 50 U.S.C. § 3937, no interest accrues above the rate permitted by that statute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8b098f59-ef76-4be9-9484-1a4abbb13e31","value":"simple-interest","type":"add","operator":"="}]},{"id":"5e98864b-2fb2-4112-9427-c450bcb8fa74","order":98,"text":"Interest is not compounded. No late fee, collection charge, default premium or other cost is payable in addition to the interest provided for in this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8b098f59-ef76-4be9-9484-1a4abbb13e31","value":"simple-interest","type":"add","operator":"="}]},{"id":"6db68112-3c1b-4942-b7b3-5755c9f97372","order":99,"text":"10. PAYROLL DEDUCTION AUTHORIZATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S10"},{"id":"7efad3d5-5769-4f07-80a0-56057cd36513","order":100,"text":"The Employee separately and voluntarily authorizes the Employer to deduct the Repayable Amount, or part of it, from the Employee's final wages and from any other compensation then payable, subject to every limitation set out in this Article. This authorization is given freely and is not a condition of employment or of participation in the Program.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}]},{"id":"0206ba54-c9fe-4190-a4d3-603c717a33c6","order":101,"text":"No deduction shall be made unless a deduction of that kind, made for that purpose, is permitted by the wage payment law of the state in which the Employee primarily performs services and by any applicable local law, and unless every consent, disclosure, itemization, notice and revocation requirement imposed by that law has first been satisfied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}]},{"id":"3758cd01-8af5-4043-a24e-370d5d730cea","order":102,"text":"No deduction shall reduce the Employee's earnings for any workweek below the applicable federal, state or local minimum wage, and no deduction shall reduce any overtime compensation due, as required by the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., and by 29 C.F.R. § 531.35. No deduction shall be made from the guaranteed salary of the Employee, where the Employee is classified as exempt, if the deduction would defeat the salary basis of payment under 29 C.F.R. § 541.602.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}]},{"id":"64a5c034-357b-4451-9472-36611e2a54fb","order":103,"text":"No single deduction shall exceed [Maximum deduction percentage] percent of the Employee's net pay for the relevant pay period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}]},{"id":"a94a41c1-5ba2-4ddd-b45a-d91a905f929f","order":104,"text":"The Employee may revoke this authorization at any time by written notice given before the deduction is made. Revocation does not extinguish the Repayable Amount, but after revocation the Employer's only recourse is the procedure set out in the Article entitled \"Repayment Procedure\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}]},{"id":"f011e7e4-92bb-4631-a3c2-d0ed999fd16a","order":105,"text":"If a deduction is prohibited, limited or invalidated by applicable law, the Employer shall not make it and shall promptly repay to the Employee any amount deducted in excess of what the law permits, together with any penalty or interest required by that law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d958649-0ad5-4019-ae00-2ce6c2f28b70","value":"authorized","type":"add","operator":"="}]},{"id":"2844a95c-9686-4e3e-99f7-f2dc3f129d37","order":106,"text":"11. COMPLIANCE WITH APPLICABLE LAW; LIMITATION OF RECOVERY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"760551c4-3a4c-42f2-97bd-5d9f3aaf7032","order":107,"text":"The Employee primarily performs services in the State of [State where the Employee primarily works]. This Agreement shall be applied in a manner consistent with the law of that state and with federal law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbb6f199-5208-4f32-961d-7da4bed9c4d7","order":108,"text":"The Employer's recovery under this Agreement is limited in every case to the reasonable, actual and documented cost of the Program, reduced by the amount already forgiven. If applicable law imposes a lower ceiling, a shorter maximum period of recovery, a mandatory proportional reduction, a disclosure or notice requirement or any other condition, that limit or condition prevails and this Agreement shall be read as so limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3010f6e3-b534-422c-8da7-28fa29927f68","order":109,"text":"A number of states restrict or prohibit repayment obligations of this kind. If the law of the State of [State where the Employee primarily works], or the law otherwise governing this Agreement, prohibits or voids an obligation to repay training, education, onboarding or credentialing costs upon separation from employment — as, for example, under California Labor Code § 926 and California Business and Professions Code § 16608, under New York Labor Law §§ 1050 through 1055, or under Connecticut General Statutes § 31-51r — the repayment obligation contained in this Agreement is void and of no effect as to that Employee, the Employer waives any claim to repayment, and the remaining provisions of this Agreement continue in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29dda0e9-a173-4400-87e1-27c0011ec6c3","order":110,"text":"If applicable law limits the period over which a repayment obligation of this kind may be recovered, the Service Period is automatically reduced to that shorter period and the forgiveness schedule is recalculated across the reduced period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9bd182ef-fefa-4c6b-b7d2-89ff73030e70","order":111,"text":"If a state permits recovery only on stated conditions, this Agreement is intended to satisfy them. It is a separate written instrument, distinct from any offer letter, employment agreement or handbook, executed before the Employer incurs the Program Costs. The Program leads to a credential that is transferable and recognized beyond the Employer's organization. The Employee is not required to obtain that credential from the Employer, and may obtain the same credential from any other provider at the Employee's own expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1685b525-c115-46c4-87bf-8498f2c7e430","order":112,"text":"If Colorado law applies, recovery is available only to the extent permitted by Colorado Revised Statutes § 8-2-113(3)(a): the training must be distinct from normal on-the-job training, recovery is limited to the reasonable cost of the training, and the amount recoverable must decrease proportionately over the twenty-four (24) months following completion of the training. If the Service Period exceeds that period, recovery is limited accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd7d967e-8e14-46ea-b9da-2997ea098f92","order":113,"text":"Nothing in this Agreement is intended to operate as a restraint on the Employee's ability to practice a lawful profession, trade or business, or as an unfair method of competition within the meaning of § 5 of the Federal Trade Commission Act, 15 U.S.C. § 45. If any provision would be construed to have that effect, it shall be reformed to the minimum extent necessary to remove that effect or, where it cannot be reformed, severed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c86b663a-bdda-417f-8291-dc25805a6e23","order":114,"text":"In seeking payment under this Agreement the Employer shall observe the standards of conduct set out in the Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et seq., as though that statute applied to it, and shall not engage in any practice that statute would prohibit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"590cc7c7-9cd3-41a5-8cbf-4332f5b39d68","order":115,"text":"12. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"7194ef2a-c12d-4e8a-bcce-658d361c3013","order":116,"text":"The Employer intends the Program Costs to be excluded from the Employee's gross income to the extent permitted by § 127 of the Internal Revenue Code, as educational assistance furnished under a written educational assistance program and up to the annual statutory limit, or as a working condition fringe benefit under § 132(d) of that Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa83aed8-83a3-4f29-968b-a15462276821","order":117,"text":"Any amount that is not so excludable is treated as taxable wages, and the Employer shall withhold and report it as required by law. The Employer makes no representation as to the tax treatment of any amount paid, forgiven or repaid under this Agreement, including the treatment of forgiven amounts and of any deduction the Employee may claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfdb6b4a-9952-45b1-a3c8-1cd5563b5bec","order":118,"text":"The Employee is advised to consult the Employee's own tax advisor. Nothing in this Agreement constitutes tax advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d337bcd-24a0-44ad-92d2-28e271719735","order":119,"text":"13. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"02654c5c-a675-4873-8927-bb03da50e21b","order":120,"text":"Every notice under this Agreement shall be in writing and shall be delivered personally, sent by a nationally recognized overnight courier with tracking, sent by certified United States mail with return receipt requested, or sent by electronic mail with written confirmation of receipt, to the addresses set out below or to any other address a Party designates by notice given in the same manner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"92600992-8164-4e0a-b3a6-d4abc0388fe9","order":121,"text":"If to the Employer: [Employer legal name], [Employer street address, city, state and ZIP code].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"02d66fd3-e58c-4293-b0be-61f50328ee36","order":122,"text":"If to the Employee: [Employee full legal name], [Employee street address, city, state and ZIP code], or to the last home address the Employee has provided to the Employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c154f6fe-ac4d-4bfb-aaab-7064425115fe","order":123,"text":"A notice is deemed given upon personal delivery, on the first Business Day after deposit with the courier, on the third Business Day after mailing, or upon confirmation of receipt of the electronic mail, whichever applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1523ca5a-76ca-495f-ab4a-6dcbaed30d96","order":124,"text":"14. GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"9121588b-dfdf-4b7c-a913-f75d467a4180","order":125,"text":"This Agreement is governed by the laws of the State of [Governing state], without regard to its conflict of laws principles. No provision of this Agreement shall be applied so as to deprive the Employee of any protection conferred by the mandatory law of the state or locality in which the Employee primarily performs services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5aa58747-961c-4853-a019-b1a9cb01f402","order":126,"text":"15. DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"c8e43bec-e545-4b8d-9c7a-bcac7ffe2d4c","order":127,"text":"Before commencing any proceeding, the Parties shall confer in good faith for thirty (30) days after written notice of the dispute and shall consider mediation before a mutually acceptable mediator, the cost of which shall be borne by the Employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25bf31aa-be3e-491b-ad74-ca0266fc85a1","order":128,"text":"Any dispute arising out of or relating to this Agreement that is not resolved by that conference shall be finally resolved by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Employment Arbitration Rules and Mediation Procedures, and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The seat of the arbitration is [County or city], [Governing state]. The Employer shall pay all filing, administrative and arbitrator fees exceeding the fee the Employee would have paid to file the same claim in court. The arbitrator may award any relief a court could award, and shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f62e6a1-1566-4b0f-bf22-65449b6c9f13","value":"arbitration","type":"add","operator":"="}]},{"id":"abcbca86-ac6d-4ff7-a231-15ecb0eec355","order":129,"text":"This arbitration provision does not apply to any claim that may not lawfully be compelled to arbitration, including a claim of sexual harassment or sexual assault in respect of which the Employee elects the protection of 9 U.S.C. §§ 401 and 402. It does not prevent either Party from seeking provisional relief from a court in aid of arbitration, and it does not prevent the Employee from filing a charge with any government agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f62e6a1-1566-4b0f-bf22-65449b6c9f13","value":"arbitration","type":"add","operator":"="}]},{"id":"3a0cf7b0-e66f-408e-a6bc-926944847ffe","order":130,"text":"Any dispute arising out of or relating to this Agreement that is not resolved by that conference shall be brought exclusively in the state or federal courts located in [County or city], [Governing state]. Each Party consents to the personal jurisdiction of those courts and waives any objection based on venue or on forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f62e6a1-1566-4b0f-bf22-65449b6c9f13","value":"court","type":"add","operator":"="}]},{"id":"93496b72-1365-48be-bc59-f16a9d51bbb9","order":131,"text":"The Parties preserve their respective rights to trial by jury, and nothing in this Agreement waives that right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f62e6a1-1566-4b0f-bf22-65449b6c9f13","value":"court","type":"add","operator":"="}]},{"id":"f398c897-a868-472e-b2d5-7070f1645d88","order":132,"text":"Each Party bears its own attorneys' fees and costs, save that a prevailing Employee may recover attorneys' fees and costs wherever a statute so provides. The Employer shall not recover attorneys' fees, collection costs or expenses from the Employee in any proceeding arising out of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f18129a3-19f4-4766-b6ef-a2f5204ec36b","order":133,"text":"16. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"5a85c5d2-0546-46e8-8af2-6c653e9543e7","order":134,"text":"This Agreement, together with Exhibit A, is the entire agreement of the Parties on its subject matter and supersedes every prior or contemporaneous understanding, representation, offer letter provision, policy or agreement on that subject.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a067e30-7423-4ebb-a7c6-39452a02bd8a","order":135,"text":"This Agreement may be amended only by a writing signed by both Parties. No waiver of any provision is effective unless made in writing and signed by the Party granting it, and no waiver on one occasion operates as a waiver on any other occasion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e134663-c148-4432-9398-16e709c88c4c","order":136,"text":"If any provision of this Agreement is held invalid, illegal or unenforceable in any respect or in any jurisdiction, that provision shall be reformed to the minimum extent necessary to make it valid and enforceable or, where it cannot be reformed, severed, and the remaining provisions continue in full force. The invalidity of the repayment obligation does not affect the validity of the Employer's obligation to fund the Program, which is independent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b789005-e372-4892-868e-af9166c5d463","order":137,"text":"The Employer may assign this Agreement to a successor to all or substantially all of its business that assumes the Employer's obligations in writing. The Employer may not otherwise assign, sell, pledge or transfer this Agreement or any amount payable under it. The Employee may not assign this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef182e2b-7e7c-4969-b9e3-076d2fc3cdf9","order":138,"text":"This Agreement binds and benefits the Parties and their permitted successors and assigns. It confers no right on any person who is not a Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"470bbdae-0646-4613-aa4a-e3aac2b0526d","order":139,"text":"The following survive the end of the employment relationship and the termination of this Agreement: the obligation to repay the Repayable Amount and every provision governing its calculation, notification, payment and recovery; the provisions on program records, their permitted use and their confidentiality; the limitation of recovery; the tax provisions; the provisions on notices, governing law and dispute resolution; and these general provisions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f779e5b9-7774-4a03-8888-91fff020d40a","order":140,"text":"Neither Party is liable for a failure or delay in performance caused by an event beyond its reasonable control, but no such event excuses the payment of an amount already due.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60e9a926-2f7c-4c37-8bed-6056263156c2","order":141,"text":"This Agreement may be signed in counterparts, each of which is an original and all of which together constitute one instrument, and may be delivered electronically. An electronic signature has the same effect as a manuscript signature, in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, and with any applicable state enactment of the Uniform Electronic Transactions Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cce2e36b-06eb-4a0e-beeb-b2c27369f181","order":142,"text":"If the Employee's primary language is not English, the Employer shall give the Employee a written translation of this Agreement in that language, at the Employer's expense, before the Employee is asked to sign. If applicable law gives the translated version precedence, that version governs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f77d36c9-f140-4ed2-8278-63e96417755d","order":143,"text":"This Agreement covers only the Program described in Exhibit A. The funding of any further program, examination or credential requires a separate written agreement, and no amount paid for any other purpose is recoverable under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b0322dc-7d17-4422-a82d-e1db7038e721","order":144,"text":"Nothing in this Agreement waives, releases or limits any right, remedy or protection the Employee holds under federal, state or local law, and no provision shall be construed as such a waiver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a13bc41-be56-4cec-9bd2-faa1490c1a12","order":145,"text":"Each Party shall receive a fully executed copy of this Agreement at the time of signature.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9735b3f3-c73d-4c6b-81c4-d52ca70dffed","order":146,"text":"In this Agreement, a reference to days is a reference to calendar days unless the days are stated to be Business Days; \"including\" means including without limitation; the singular includes the plural and the plural the singular; and every amount is expressed and payable in United States dollars.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"39f867fc-47e2-41ee-848e-2546198d9f6c","order":147,"text":"Headings are for convenience only and do not affect construction. This Agreement is the product of negotiation and shall not be construed against either Party as its drafter; however, any ambiguity as to the existence or the scope of the repayment obligation shall be resolved in favor of the Employee. A reference to a statute or regulation includes that provision as amended and any successor provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a3b75de-1d2d-4b05-a5a9-f5b593bded12","order":148,"text":"17. EMPLOYEE ACKNOWLEDGMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"949e25c2-28d6-4acb-a619-386c1a23eabc","order":149,"text":"The Employee, [Employee full legal name], acknowledges and confirms that:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8cb83d3-dda4-4dbb-bc50-f7a3377285e7","order":150,"text":"— the Employee received this Agreement at least [Number of Business Days] Business Days before signing it, and was advised to consult an attorney of the Employee's own choosing;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"4d967b0f-09a9-4440-b0c8-67ff9211924a","order":151,"text":"— the Employee received, before signing, the written statement of the amount funded, of the length of the Service Period and of the maximum amount that could become repayable, which appears under the heading \"Key Terms of the Repayment Obligation\";","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"3d4555ba-1eec-41b4-8832-f01f7457e448","order":152,"text":"— participation in the Program is voluntary and was not required as a condition of the Employee's employment, continued employment, compensation, scheduling or advancement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"feb25562-4f5b-422b-88df-25d625a297d7","order":153,"text":"— the Employee has read this Agreement, understands the maximum amount that could become repayable and the schedule on which that amount is forgiven, and signs it voluntarily;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"07a6be67-03cd-4f03-9e24-fd395a686a6e","order":154,"text":"— counsel for the Employer does not represent the Employee, and the Employee has relied on no statement of the Employer or of its counsel as legal or tax advice;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"d2a0ac67-6f59-49b2-92a8-4eb956311e66","order":155,"text":"— the Employee's employment remains at will, and this Agreement does not restrict the Employee from working for any other person or entity at any time; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"4b9a8196-2e4c-44f5-a112-8d9561661944","order":156,"text":"— the Employee has received, or has been offered, copies of the invoices and estimates on which the Program Costs are based.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bdba3bc9-e71a-4031-a072-92c0752532f6","order":157,"text":"IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"marginTop":"10"},{"id":"e996cc5d-a7c8-46f3-83cd-1ff4c5b1cb91","order":158,"text":"THE EMPLOYER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"dcef4b4c-3e85-418f-81ca-07180ff04f9b","order":159,"text":"[Employer legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ce9bf25-1d3e-4142-be01-38067aa51b15","order":160,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"cbed8274-e068-4d76-94ce-2fab26d6ae9a","order":161,"text":"Name: [Name of the signatory for the Employer]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"66eddffc-23bc-4fe4-b10a-52c9ba5514b5","order":162,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"818c3024-f9cf-4752-8807-e4179d8c19ab","order":163,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d0d82a3b-2b3b-427c-b0b1-9460501a0f96","order":164,"text":"THE EMPLOYEE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"3cc94b86-de22-4fbc-9e74-71add7b50f18","order":165,"text":"______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"5b3347e5-8bcf-4100-8db7-7efc69e6d4be","order":166,"text":"[Employee full legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"3a386271-ccfc-4bb9-87c3-28cc208cc06c","order":167,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"ce8804e2-491c-48b1-a1d6-44b64903be9f","order":168,"text":"EXHIBIT A — SCHEDULE OF PROGRAM COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"ff82d47e-044f-46a7-b2da-93de83ae9fb2","order":169,"text":"Program: [Name of the program]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"425c63a7-b067-48a0-9d26-6a5db0d457c5","order":170,"text":"Provider: [Name of the training provider or institution]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"1be32984-161f-4d29-a67e-29eb1c3068fa","order":171,"text":"Completion Date: [Date on which the Program is completed]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"432783b5-5097-47ed-8fb5-314555bc6189","order":172,"text":"Total Program Costs: US $[Total amount funded by the Employer]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51c4915c-6d97-4574-979c-8cee1492064b","order":173,"text":"Itemization of the Program Costs, with the invoices and receipts of the Program provider attached. Only the items permitted by the Article entitled \"The Program and the Costs Funded by the Employer\" may be listed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0080803-4eda-4332-a754-9c91e4d6d696","order":174,"text":"_______________________________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"805dfca7-7e3d-450c-befb-cb394bd6b0d8","order":175,"text":"_______________________________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"a47e223b-c0e8-4c8e-b014-6c8308052ae6","order":176,"text":"_______________________________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"7d9cdf55-1898-4058-9d33-f02aef715aeb","order":177,"text":"Acknowledged for the Employer: __________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"ecd788b3-db01-455e-b0d2-0418923ec7b2","order":178,"text":"Acknowledged by the Employee: __________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]