"Separation Agreement and General Release Template"

ADVERTISEMENT
ADVERTISEMENT

Download "Separation Agreement and General Release Template"

452 times
Rate (4.8 / 5) 27 votes
SEPARATION AGREEMENT AND GENERAL RELEASE
This agreement (”Agreement”) is made and entered into this ________ day of
_____, 20___, in _____________ (location), by and between _____________, in his
individual capacity (“Employee”), and _________________ “Company”).
RECITALS
WHEREAS, the parties recognize Employee, during the term of his
employment with the Company, enjoyed access to a broad spectrum of information
of a proprietary, operational or competitive nature not intended for disclosure to any
entities outside the Company’s employ.
WHEREAS, the Company desires to secure certain covenants and agreements
from Employee (a) to prohibit any actions to engage in any actions deemed to be in
competition with the business of the Company; (b) to prohibit the solicitation of the
Company’s customers or employees within defined geographic limits for a specified
duration; (c) to preserve the confidentiality of certain proprietary information; (d) to
release any and all claims which may have arisen during, or related to, his
employment with the Company, and; (e) to prohibit either party to this Agreement
from disclosing any terms or conditions of this Agreement to any entity.
NOW, THEREFORE, and in consideration of the promises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto, the
parties agree and covenant to be bound to the following provisions:
TERMS AND CONDITIONS
1.
Incorporation. The foregoing recitals are hereby incorporated and otherwise
made a material part of this Agreement through this reference as if set forth here in
full and represent additional consideration upon which both the Company and
Employee consent to the terms of this Agreement.
2.
Consideration. The consideration for all covenants and agreements contained
herein shall be remitted in the following form and upon the following timetable. In
exchange for Employee’s faithful performance of all covenants, terms and conditions
(1 of 7)
SEPARATION AGREEMENT AND GENERAL RELEASE
This agreement (”Agreement”) is made and entered into this ________ day of
_____, 20___, in _____________ (location), by and between _____________, in his
individual capacity (“Employee”), and _________________ “Company”).
RECITALS
WHEREAS, the parties recognize Employee, during the term of his
employment with the Company, enjoyed access to a broad spectrum of information
of a proprietary, operational or competitive nature not intended for disclosure to any
entities outside the Company’s employ.
WHEREAS, the Company desires to secure certain covenants and agreements
from Employee (a) to prohibit any actions to engage in any actions deemed to be in
competition with the business of the Company; (b) to prohibit the solicitation of the
Company’s customers or employees within defined geographic limits for a specified
duration; (c) to preserve the confidentiality of certain proprietary information; (d) to
release any and all claims which may have arisen during, or related to, his
employment with the Company, and; (e) to prohibit either party to this Agreement
from disclosing any terms or conditions of this Agreement to any entity.
NOW, THEREFORE, and in consideration of the promises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto, the
parties agree and covenant to be bound to the following provisions:
TERMS AND CONDITIONS
1.
Incorporation. The foregoing recitals are hereby incorporated and otherwise
made a material part of this Agreement through this reference as if set forth here in
full and represent additional consideration upon which both the Company and
Employee consent to the terms of this Agreement.
2.
Consideration. The consideration for all covenants and agreements contained
herein shall be remitted in the following form and upon the following timetable. In
exchange for Employee’s faithful performance of all covenants, terms and conditions
(1 of 7)
of this Agreement, he shall be entitled to a payment from the Company in the
aggregate amount of Ninety Thousand and 00/100 Dollars ($90,000.00). Of this
amount, the Company shall remit to Employee the sum of $30,000.00 upon the
execution and delivery of this Agreement. The Company shall remit the balance of
$60,000.00 to Employee in equal monthly installments over a period of twelve (12)
months for each and every month Employee remains in compliance with the
covenants and conditions contained in this Agreement.
3.
Covenant to Not Compete.
a)
For a period of twelve (12) calendar months from the date of this
Agreement, Employee shall not directly or indirectly, be a stockholder,
employee, director or officer, consultant, independent contractor or
agent of any entity doing business in competition with the Company.
b)
This covenant to not compete with the Company shall extend to all areas
within the metropolitan area of _______________ (location) which shall
be defined as within a seventy-five (75) mile radius of _____________
town’s City Hall).
c)
For the purpose of this covenant, the Company’s business is the
purchase and sale of fresh or frozen fruits and vegetables in either a
wholesale or a food service capacity.
d)
Employee hereby acknowledges that the terms and conditions of this
covenant to not compete are fair and are reasonably necessary to protect
the legitimate proprietary interests of the Company.
4.
Non-Solicitation.
a)
Customers. For a period of twelve (12) calendar months from the date
of this Agreement, Employee shall not directly or indirectly solicit, call
upon, visit or otherwise contact any person or entity which had a
customer relationship with the Company at any time during the term of
Employee’s employment with the Company or with whom Employee
dealt during the term of his employment with the Company.
b)
Employees. For a period of twelve (12) calendar months from the date
of this Agreement, Employee shall not directly or indirectly contact,
solicit, divert or appropriate to any competing business, on his own
(2 of 7)
behalf or in the service of any substantially similar or competing
business, any person or entity who is, at the time, an employee, agent or
representative of the Company at any time during the two (2) year
period prior to Employee’s departure from the Company.
5.
Confidentiality. Employee acknowledges and agrees that, during the term of
his employment with the Company, he was provided with access to and actually
received information, documents and materials of a confidential and proprietary
nature to Company which he would not have received but for his position within the
Company. Such information included, without limitation, customer and prospective
customer data, pricing information, financial information about Company or its
customers, marketing techniques, operational practices and occurrences and
employment practices, policies or performance review data (collectively
"Confidential Information"). Employee warrants and represents he has not taken with
him, and does not currently possess any papers, files, documents or other materials
containing any information about the Company, including any such materials which
may refer to any Confidential Information.
Employee further acknowledges and agrees that any and all such information,
including the Confidential Information, is an asset of Company, is of a confidential
nature and not generally known to any entities outside the Company, and, in order
to protect and preserve the goodwill of Company, the Confidential Information must
be kept strictly confidential and not disclosed to any entity. Employee covenants and
agrees he will not, without the prior written consent of Company, use for his own
benefit or disclose to any person or entity any of the Confidential Information or other
knowledge he may have acquired, directly or indirectly, during his employment with
the Company. Employee agrees to remain liable for any and all damages in any way
related to his failure to safeguard the confidentiality of such information, including
any and all attorney's fees and costs the Company may incur to enforce the provisions
of this covenant or any other terms of this Agreement.
6.
General Release .
THIS IS A GENERAL RELEASE OF ALL
CLAIMS
For and in consideration of the payments provided for under the terms of this
Agreement, and for other good and valuable consideration, from the Company to
Employee, the receipt and sufficiency of which is hereby expressly acknowledged,
(3 of 7)
Employee, together with any of his heirs, agents, legal representatives, successors and
assigns, or any person or entity acting for or on behalf of any of the foregoing entities'
interests (collectively, the "Releasing Entities"), all forever remise, release and
discharge the Company, together with any parent, division, subsidiary, affiliate, past
or present officer, director, shareholder, agent, representative or attorney, or any
successor or assign of any of the foregoing entities (collectively, the "Released
Entities"), of and from any and all known or unknown action, cause, cause of action,
suit, debt, sum of money, account, bond, bill, specialty, covenant, controversy,
agreement, promise, variance, trespass, damage, judgment, execution, claim or
demand, whatsoever, in law or in equity, for any reason and, without limiting the
generality of the foregoing, this General Release shall specifically include any and
all claims brought or which could be brought by, through or on behalf of any of the
Releasing Entities against any of the Released Entities for any reason whatsoever.
Employee further states he has read this General Release in its entirety, has
been advised to seek the advise of legal counsel to review its terms and explain such
terms to him, and understands this document to be a general release of all claims by,
against or between the Releasing Entities and the Released Entities, as defined herein,
whenever any such claim may have accrued or may yet accrue, and further
acknowledges, represents and warrants he is duly authorized to execute this document
on behalf of all parties for which he acts and that he expressly intends to be legally
bound by the terms of this General Release.
7.
Non-disclosure of Agreement’s Terms . Both parties to this Agreement hereby
represent and warrant they will take no action to disclose the terms of this Agreement
to any entity, for any reason.
8.
Enforcement.
The covenants contained herein shall be construed as
independent covenants and the existence of any claim, demand or cause of action
against the Company, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the Company’s enforcement of such covenants. In the event
any court or governmental agency should declare any covenant contained in this
Agreement to be invalid, such invalidity shall not in any manner affect the validity
or enforceability of any other covenant. Employee further agrees that a breach of any
covenant contained herein will result in irreparable injury to the Company and,
accordingly, in addition to other remedies provided by law, Employee consents to the
Company’s request and entitlement to the entry of an injunction to prevent any actual,
(4 of 7)
prospective or contemplated breach of such covenants.
9.
Remedies for Breach. In the event Employee fails to perform as agreed herein,
or otherwise fails to abide by any covenants and agreements recited in this
Agreement, the following remedies shall be construed as cumulative and non-
exclusive: the Company’s obligations to continue making the monthly payment set
forth in ¶ 2 of this Agreement shall immediately cease and Employee shall also be
obligated to return any and all sums previously received from the Company pursuant
to terms of this Agreement. Such monetary relief shall be in addition to the injunctive
relief contained in the preceding paragraph.
10.
Indemnification. Employee, together with all other Releasing Parties, jointly
and severally, covenant and agree to indemnify and hold the Company and the
Released Parties harmless from and against any loss, damage, expenses or other sums
(including, without limitation, reasonable attorneys' and accountants' fees) suffered
by the Company which arise out of, or relate to:
a)
any material misrepresentation by Employee or the breach of any term,
covenant or agreement made by Employee in this Agreement;
b)
any effort by the Company to enforce the terms and conditions of this
Agreement due to the failure of Employee to perform as agreed herein;
c)
all liabilities, obligations or claims against the Company or the Released
Parties which arise out of, or in any way relate to, any events which took
place during the term of Employee’s employment with the Company;
d)
any and all liability for claims made against the Company by any
federal, state or local governmental agency relating to any violation of
any rule, ordinance, law, statute or regulation which occurred during the
term of Employee’s employment with the Company, and;
e)
any and all claims made against the Company by any former or current
employee of the Company which arises out of, relates to, or was in any
way motivated by a disclosure of the terms of this Agreement to any
person or entity in violation of the covenant of confidentiality.
11.
Assignment . Employee may not, without the prior written consent of the
Company, assign, transfer or convey this Agreement, or any rights, interests or
obligations hereunder, to any entity. The Company may assign or transfer any and
all rights, interests or obligations hereunder, to any successor in interest or other
entity, provided the assignee assumes all obligations to Employee as same are set
(5 of 7)