EMPLOYMENT SEPARATION AGREEMENT
I. THE PARTIES. This Employment Separation Agreement (“Agreement”) is made and entered
into on _________________, 20____ (“Effective Date”) by:
Employer: _________________ (“Employer”) with a mailing address of
__________________________________, and
Employee: _________________ (“Employee”) with a mailing address of
__________________________________.
Collectively, the Employer and Employee shall be referred to as the “Parties.” It is known that
the Parties wish to separate and discontinue their employment relationship in an amicable
manner. Now, therefore, in consideration of the mutual promises and covenants contained
herein, it is agreed as follows:
II. EMPLOYMENT STATUS. The Parties acknowledge that the last day of employment shall be
_________________, 20____ (“Employee’s Last Day”). The Employer has paid the Employee
all payments due through _________________, 20____ and all standard deductions and
regular payroll tax withholdings have been made. These payments shall be reflected in the IRS
W-2 form that the Employer shall issue for the fiscal year.
III. SEVERANCE. In consideration of the promises set forth in this Agreement, the Employer
agrees to: (check one)
☐ - No Severance. No other promises of payment due to the Employee in this
Agreement.
☐ - Severance in Multiple Payments. Employer agrees to continue payments to the
Employee at their standard pay of $_________________ ending on
_________________, 20____ with payment(s) to be processed, at the same interval
while employed, on a ☐ weekly ☐ bi-weekly ☐ monthly ☐ Other _________________
basis ("Severance Payment(s)"). Such continuation of pay shall be contingent upon the
execution and non-revocation of this Agreement. Employee shall make it known to the
Employer if he or she prefers to have their Severance Payment(s) deposited or delivered
in a different manner than while employed. Employee agrees that the Severance
Payment(s) is more than what the Employer is required to pay under its standard
policies and procedures.
a.) Other Severance. In addition to the aforementioned Severance Payments,
the Employee shall be due: (check one)
☐ - No Other Severance. No other promises of payment, property, or
benefits shall be due to the Employee in this Agreement.
☐ - Other Severance. _______________________________________.
☐ - Severance in a Single Payment. Employer agrees to make a single payment to
the Employee in the amount of $_________________ (“Severance Payment(s)”). The
Severance Payment shall not be delivered to the Employee until this Agreement
becomes effective as described in Section I of this Agreement. The Severance
Page 1 of 7
Payment(s) shall be subject to the appropriate taxes and other payroll deductions
required by law, and these monies shall be included in the IRS W-2 form the Employer
shall issue to the Employee for the fiscal year. Employee agrees that, to the extent that
any Federal, State, or Local taxes may be or become due or payable as part of the
Severance Payment(s), that the Employee shall be fully responsible for paying such
taxes. Employee further agrees to indemnify the Employer, and its agents, employees,
members, former employees, partners, directors, officers, trustees, consultants,
shareholders, attorneys and insurers, both past and present, from, and hold them
harmless against any claim, liability, penalty or tax consequence made by any Local,
State, or Federal administrative agency or court of competent jurisdiction for such unpaid
taxes, including costs and counsel fees incurred by the Employer as a result of such
claims.
a.) Other Severance. In addition to the aforementioned Severance Payment(s),
the Employee shall be due: (check one)
☐ - No Other Severance. No other promises of payment, property, or
benefits shall be due to the Employee in this Agreement.
☐ - Other Severance. __________________________________________.
IV. RETURN OF PROPERTY. (check one)
☐ - No Obligations. The Employee shall not be obligated or liable to return any
property of the Employer.
☐ - Employee Liable to Return. If the Employee has not done so already, the following
property shall be returned to the Employer: ____________________________________
______________________________________________________________________.
a.) Return Date. The aforementioned Company Property must be returned to
the Employer by Date Input: Company Property must be returned by
_________________, 20____.
V. NON-COMPETE. The Parties agree that at no time during employment the Employee
engaged in any activity that directly or indirectly competed with the business of the Employer.
Nevertheless, after the Effective Date or the Employee’s Last Day, whichever is later, the
Employee shall be bound to the following:
☐ - There SHALL NOT be a Non-Compete. There shall be no non-compete or
condition that affects the Employee, in any way whatsoever, from seeking future
employment in the same or related industry as the Employer.
☐ - There SHALL be a Non-Compete. There shall be a non-compete that prohibits the
Employee from working in the same or similar industries that directly or indirectly
competes with the Employer accordance with the following terms and conditions:
a.) Industries. The Employee shall be barred from providing products or
services in the following industries:
____________________________________
______________________________________ (“Non-Compete Industries”).
Page 2 of 7
b.) Term. The Employee shall be barred from providing products or services in
the Non-Compete Industries for a period of ____ ☐ day(s) ☐ month(s) ☐
year(s) following the Effective Date or Employee’s Last Day, whichever is
later (“Non-Compete Term”).
c.) Location. The Employee shall be barred from providing products or services
in the Non-Compete Industries during the Non-Compete Term for the
following market areas: (choose one)
☐ - Radius. The jurisdiction of the non-compete shall be for ____ miles
from _________________ City of _________________ State of
_________________ (“Non-Compete Jurisdiction”).
☐ - State. The jurisdiction of the non-compete shall be for the State of
_________________ (“Non-Compete Jurisdiction”).
☐ - Nationwide. The jurisdiction of the non-compete shall be nationwide
covering all States and Territories of the United States (“Non-Compete
Jurisdiction”).
☐ - International. The jurisdiction of the non-compete shall be
nationwide, covering all States and Territories of the United States, and
abroad (“Non-Compete Jurisdiction”).
VI. EMPLOYEE’S BENEFITS. Employer agrees that any and all benefits that were provided to
the Employee shall continue until _________________, 20____. In addition, the Employer shall
assist the Employee in the transfer, change, or termination to any employment benefits,
including, but not limited to, health insurance plans, dental insurance plans, vision insurance
plans, life insurance plans, disability insurance, childcare benefits, wellness programs,
retirement plans, government assistance programs, and/or any other program or benefit that
was readily accessible and being used by the Employee.
VII. INDEMNIFICATION. Under this Agreement, the Employer agrees to indemnify and release
the Employee from any and all actions during their employment and the Employee agrees to
indemnify and release the Employer and any of its predecessors, successors, parents, affiliated
or subsidiary companies, and its present or former officers, directors, agents, board members,
representatives, or employees, and the various Employer benefit plans, committees, trustees,
fiduciaries, trusts and their respective successors and assigns, heirs, executors and persona or
legal representatives (“Releasees”) from any and all claims or causes of action the Employee
may have or claim to have against the Releasees including any claims arising out of or relating
in any way to the Employee’s employment with the Employer and/or the termination of such
employment. The claims released include, but are not limited to:
a.) Statutory Claims. All statutory claims related to laws including, but not limited to,
discrimination, civil rights, family leave, workers’ benefits, disability, rehabilitation,
retirement, fair labor standards, labor rights, equal pay, minimum wage, or any other
Local, State, or Federal act, code, statute, or law related to employment;
b.) Constitutions. All claims arising under the United States or State constitutions;
Page 3 of 7
c.) Executive Orders. All claims arising under any executive order or derived from or based
upon any State or Federal regulations;
d.) Common Law. All common law claims, including but not limited to any and all rights to
discovery, claims for wrongful discharge, constructive discharge, violation of public
policy, breach of an express or implied contract, breach of an implied covenant of good
faith and fair dealing, negligent or intentional infliction of emotional distress, defamation,
conspiracy, tortious interference with contract or prospective economic advantage,
promissory estoppel, equitable estoppel, fraud, misrepresentation , detrimental reliance,
retaliation, and negligence;
e.) Claims for Compensation. All claims for any compensation including commissions,
back wages, front pay, punitive damages, pay increases, bonuses or awards, fringe
benefits, disability benefits, severance benefits, reinstatement, retroactive seniority,
pension benefits, contributions to retirement plans, or any other form of economic loss;
f.) Injury. All claims for personal injury, including physical injury, mental anguish, emotional
distress, pain and suffering, embarrassment, humiliation, damage to name or reputation,
interest, liquidated damages, and punitive damages; and
g.) Fees. All claims for costs, interest, and attorneys’ fees.
Nothing contained in this paragraph is intended, nor shall be construed; (i) to waive or release
any future claim arising after the date of this Agreement is signed by the Employee; or (ii) to limit
the Employee’s right to enforce the terms of this Agreement. The Employee understands that
any offer by the Employer to offer Severance Payment(s) or any other payment not mentioned
in this Agreement does not constitute an admission by the Employer that is has conducted any
misconduct or violated any statute, law, regulation, or ordinance or have any other legal
obligation that it may owe to the Employee with respect to any aspect of their employment with
the Employer or their separation therefrom.
VIII. LITIGATION. Employee represents that he or she has not, and agrees to not, file any
lawsuit or claim against the Releasees based on any events, whether known or unknown,
occurring prior to the date of the execution of this Agreement, including, but not limited to, any
events related to, arising out of, or in connection with, their employment with the Employer, or
the termination of such employment, in any court or tribunal of the United States, with the State
of employment, or any other State, City, County, or Local jurisdiction. Employee also
acknowledges and agrees that while this release does not preclude the Employee from filing a
charge with the National Labor Relations Board, the Equal Opportunity Commission or a similar
State or Local agency, or from participating in any investigation or proceeding with such an
agency, he or she will not personal recover monies, and expressly waives the right to recover
such monies, for any complaint or charge filed against the Employer with any Federal, State, or
Local board, agency, or court.
IX. PRIOR AGREEMENTS. Any prior agreements between the Employee and the Employer
that impose confidentiality, non-disclosure, non-competition, non-solicitation, or other post-
employment covenants upon him or her shall remain in force and effect. In addition, from and
after the Effective Date, the Employee agrees not to divulge or use to the detriment of the
Employer, the Employee's benefit, or the benefit of any other person or entity, any proprietary or
confidential information or trade secrets related to the Employer, including, without limitation, the
Employer's trade secrets or other intellectual property rights, personnel information, know-how,
customer lists, pricing information or other confidential or proprietary data, including data
acquired in connection with their employment by the Employer, collectively this shall be referred
Page 4 of 7
to as "Confidential Information". On or before the Effective Date or the Employee’s Last Day,
whichever is later, the Employee shall immediately deliver to the Employer all property that may
contain Confidential Information, including, but not limited to, memoranda, books, papers,
letters, and other data and all copied thereof, whether or not such materials contain Confidential
Information, then in the possessions or control of the Employee. Confidential Information does
not include information which (i) has become publicly known and generally made available
through no wrongful act of the Employee, or (ii) has been rightfully received by the Employee
from a third (3rd) party who is authorized to make such disclosure.
X. CONFIDENTIALITY. The Employee agrees to maintain the terms of this Agreement in
confidence and shall not disclose any of the negotiations, terms, or payments made under this
Agreement to any individual or entity. Provided, however, the Employee shall not be prohibited
from making disclosures to the Employee’s spouse, domestic partner, attorney, tax advisors,
individuals or entities necessary to exercise Section 7 rights under the National Labor Relation
Act (NLRA), or as otherwise required by law or in order to respond to any inquiry from any
private or governmental entity or tax agency in response to a court order. Employee agrees that
if Employee is served or otherwise receives notice of any such court order, or if Employee
believes such disclosure is required by any State or Federal law, Employee shall immediately
provide written notice to the Employer so that it may be afforded the opportunity to oppose the
same prior such disclosure.
It shall not be considered a breach of the obligation of confidentiality for the Employer to make
disclosure of the terms of this Agreement to the extent necessary to obtain approval for, and as
required for implementation of, the terms, or for purposes of reporting this Agreement internally,
or as part of the normal external disclosure of financial information to an auditor, or as required
by taxing or other governmental authorities. The Parties represent that no unauthorized
disclosures concerning the terms of this Agreement were made prior to signing this Agreement.
In the event the Employee is asked about the terms of this Agreement, Employee may state that
their employment with the Employer has been terminated and that the relationship ended in an
amicable manner.
This section shall NOT in any way restrict or impede the Employee from exercising protected
rights, including those rights under the National Labor Relations Act (NLRA), to the extent that
such rights cannot be waived by agreement or from complying with any applicable law,
regulation, or a valid court order of competent jurisdiction or an authorized government agency,
provided that such compliance does not exceed that required by the law, regulation, or order.
XI. BREACH. Any breach by the Employee of the obligations under this Agreement shall be
considered a material breach of this Agreement. The Employee acknowledges and understands
that, in the event of such a breach or threatened by breaching this Agreement, the Employer, in
addition to any other rights and remedies it may possess, shall be entitled to appropriate
injunctive relief, and shall be further entitled to recover its reasonable costs and attorneys’ fee
incurred in seeking relief for any such breach or threat by the Employee.
XII. DISPARAGING REMARKS. The Parties agree that they will not criticize, denigrate, or
disparage each other as set forth herein. Employee agrees and covenants not to make, publish,
or communicate to any person or entity or in any public forum any maliciously false, defamatory,
or disparaging remarks, comments, or statements concerning the Employer or any of its
business, employees, officers, or directors.
This section shall NOT in any way restrict or impede the Employee from exercising protected
rights, including those rights under the National Labor Relations Act (NLRA), including the right
to file unlawful labor practices (ULP) charges or participate, assist, or cooperate in ULP
Page 5 of 7
investigations, to the extent that such rights cannot be waived by agreement or from complying
with any applicable law, regulation, or a valid court order of competent jurisdiction or an
authorized government agency, provided that such compliance does not exceed that required
by the law, regulation, or order.
XIII. OTHER AGREEMENTS. The Employee acknowledges that the only consideration he or
she has received for authorizing this Agreement is that set forth herein. No other promise,
inducement, threat, agreement or understanding of any kind or description has been made with
the Employee to cause he or she to enter into this Agreement. The Employee further
acknowledges that the consideration he or she is receiving from the Employer through this
Agreement is greater than any amount otherwise entitled to from the Employer.
XIV. REVIEW. Employee agrees and recognizes that he or she has was given at least twenty-
one (21) days to review this Agreement with legal counsel and that the Employer recommends
that this Agreement is reviewed with a licensed attorney in the State that practices employment
or specializes in employment matters. Nevertheless, the Employee acknowledges that he or she
understands the language of this Agreement and accepts its terms freely, voluntarily, and
without duress or coercion.
a.) Revocation Period. In order to promote the best interests of the Employee, the
Employer allows the unrestricted revocation of this Agreement within seven (7) days of
its Effective Date (“Revocation Period”). Such revocation shall be known to the Employer
immediately and, in order to successfully revoke this Agreement, any payment made to
the Employee must be returned to the Employer within such time-frame. If any Federal,
State or Local laws, regulations, or ordinances require that the Revocation Period is for
more time than stated, this Agreement shall adhere to any minimum required time-period
and the Employee shall have the same rights to revoke this Agreement.
XV. SEVERABILITY. Should any provision of this Agreement be declared or determined by any
court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, and
enforceability of the remaining parts, terms or provisions, shall not be affected thereby and said
illegal, unenforceable or invalid part, term or provisions shall be deemed not to be part of this
Agreement.
XVI. GOVERNING LAW. This Agreement shall be governed by the State of
_________________ and its courts shall have the jurisdiction to be the proper venue for any
disputes that may arise out of this Agreement.
XVII. ADDITIONAL TERMS OR CONDITIONS. ______________________________________
____________________________________________________________________________
____________________________________________________________________________
Page 6 of 7
XVIII. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding and
agreement between the Parties and, fully supersedes any and all prior contracts or agreements
between the Parties pertaining to compensation or severance, and it likewise fully supersedes
any and all other conflicting agreements or understandings between the Parties.
I, THE EMPLOYEE, ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT
AND UNDERSTAND ALL OF ITS TERMS, INCLUDING THE FULL AND FINAL RELEASE AND
WAIVER OF CLAIMS SET FORTH ABOVE. I FURTHER ACKNOWLEDGE THAT I HAVE
VOLUNTARILY ENTERED INTO THIS SEVERANCE AGREEMENT AND GENERAL
RELEASE, THAT I HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT,
WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT AND THAT I HAVE BEEN
GIVEN THE OPPORTUNITY AND BEEN ENCOURAGED TO HAVE THIS AGREEMENT
REVIEWED BY AN ATTORNEY.
Employee’s Signature ____________________________ Date _________________
Print Name ____________________________
Employer’s Signature ____________________________ Date _________________
Employer’s Entity Name ____________________________
Print Name ____________________________ Title _________________
Page 7 of 7
