Severance Agreement Template

CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE

This Confidential Severance Agreement and General Release (this "Agreement") is made and entered into as of between , an individual resident of the State of ("Employee"), and , a company organized in the State of doing business as (the "Company"). In consideration of the severance benefits provided under this Agreement, the Company and Employee agree as follows:

1. TERMINATION OF EMPLOYMENT

Employee agrees and recognizes that, effective as of (the "Termination Date"), their employment relationship with the Company was severed and that the Company has no obligation, contractual or otherwise, to hire, employ, or recall them in the future. After the Termination Date, Employee will not represent themselves as an employee, officer, agent, or representative of the Company for any purpose. Except as otherwise set forth in this Agreement, the Termination Date is the employment termination date for all purposes, meaning Employee is not entitled to any further compensation, monies, or benefit from the Company, including coverage under any benefit plans or programs sponsored by the Company as of the Termination Date.

2. NON-DISCLOSURE OF INFORMATION

Employee acknowledges that during their employment they obtained Proprietary Information and Privileged Communications. Employee agrees not to use or disclose that information to any person, entity, or governmental agency without the Company's prior written consent, which may be withheld in the Company's sole discretion. Employee further agrees to cooperate with the Company in the transfer or destruction of any Proprietary Information or Privileged Communications stored on any computers, phones, or mobile devices owned by Employee.

(a) Proprietary Information. Proprietary Information means trade secrets or information pertaining to the financial condition, internal deliberations, business affairs, technical processes, technology, products, policies, work product, protected health information, and patient and customer lists of the Company. Employee acknowledges this information has significant economic value to the Company and that its disclosure would irreparably damage the Company's business, and agrees not to disclose, copy, remove, or make it available to any person or entity.

(b) Privileged Communications. Privileged Communications means any confidential information, materials, discussions, or knowledge pertaining to the clients or patients of the Company or its operations. Employee acknowledges that disclosure of such Privileged Communications would irreparably damage the Company's business, and agrees not to disclose, copy, remove, or make it available to any person or entity.

3. SEVERANCE BENEFITS

Immediately following the expiration of the Revocation Period, the Company will provide Employee with severance benefits equal to $ (the "Severance Benefits"); provided, however, that the Severance Benefits will not be due or paid if Employee revokes this Agreement during the Revocation Period. Employee is solely responsible for the reporting and payment of any taxes due on the Severance Benefits, and Employee agrees to indemnify the Company against any taxes, claims, interest, and penalties in the event such payments are later determined to constitute wages. Other benefits include: .

4. ADEQUATE CONSIDERATION

Employee acknowledges that the Severance Benefits are valuable consideration to which they would not be entitled except that they have consented to the terms of this Agreement, including the release of claims described below.

5. COMPLETE RELEASE OF CLAIMS

In consideration of the mutual promises in this Agreement and the Severance Benefits, Employee, on their own behalf and on behalf of their heirs, executors, administrators, representatives, agents, and attorneys, releases and forever discharges the Company and its predecessors, successors, assigns, subsidiaries, agents, representatives, directors, officers, shareholders, contractors, and employees (collectively, the "Company Parties") from any and all claims, causes of action, obligations, and liabilities, known or unknown, of every nature, that Employee had, has, or may have against any of the Company Parties arising from any act or event up through the Termination Date. This release includes, but is not limited to, any claim under the Age Discrimination in Employment Act or any other federal or state statute prohibiting employment discrimination, and any claim for wrongful discharge, breach of contract, vacation pay, bonuses, retirement benefits, back pay, or compensatory, punitive, or liquidated damages. Employee is not giving up the right to file a charge with the Equal Employment Opportunity Commission (or a state counterpart) but expressly waives any right to obtain monetary relief relating to such a charge. If Employee brings any lawsuit arising out of the claims waived here, Employee will bear all legal fees and costs, including those of the Company Parties.

6. EMPLOYEE REPRESENTATIONS

Employee represents and warrants that they have disclosed in writing to the Company any known or suspected violations of laws, rules, regulations, or corporate policy by the Company Parties, and agrees to cooperate with the Company on any questions relating to their employment. Employee represents that they have not brought, and have no intention to bring, any suits, claims, or disclosures to any governmental agency that would subject the Company Parties to liability, and knows of no facts that would give rise to any such claims. If these representations become inaccurate after the effective date, Employee agrees to notify the Company in writing before initiating any whistleblower or similar action, and to indemnify the Company Parties against any loss, cost, damage, or penalty resulting from any inaccuracy in or breach of these representations.

7. NO DISPARAGEMENT AND NEUTRAL REFERENCE

Employee agrees not to make any defamatory or disparaging statements about the Company Parties or their businesses and services, now or in the future. The Company's shareholders, officers, and directors agree not to make any defamatory or disparaging statements about Employee. In response to inquiries directed to the Company's human resources department, the Company will provide a neutral reference consisting of confirmation of employment, dates of employment, salary level, and job title.

8. NO ADMISSION

Nothing in this Agreement is an admission by the Company Parties of any wrongdoing, liability, or noncompliance with any rule, ordinance, statute, common law, or other legal obligation.

9. KNOWING AND VOLUNTARY CONSENT

Employee knowingly and voluntarily waives and releases all rights or claims they may have against the Company Parties. Employee represents that this Agreement is written in a manner they understand, and that they are waiving rights and claims in exchange for valuable consideration over and above anything to which they are already entitled. Employee is advised to consult with an attorney before executing this Agreement.

10. TIME TO CONSIDER AND REVOKE

Employee acknowledges that they have been given at least twenty-one (21) days to consider this Agreement, and that signing before that period ends is a voluntary waiver of the remainder of that period. For seven (7) days after signing (the "Revocation Period"), Employee may revoke this Agreement, which will not become effective or enforceable until the eighth (8th) day after signing. To revoke, Employee must deliver written notice of revocation to within the Revocation Period.

11. CONFIDENTIALITY OF AGREEMENT

Employee and the Company agree that the specific terms and the existence of this Agreement are and forever shall be confidential and will not be disclosed to any person except as required by law, as reasonably necessary to enforce this Agreement, or to a party's accountants, tax consultants, or attorneys.

12. CONSTRUCTION

The language of this Agreement will be construed as a whole, according to its fair meaning, and not strictly for or against either Employee or any of the Company Parties.

13. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

14. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of the State of , without regard to its conflict-of-law principles.

PLEASE READ CAREFULLY. THIS AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. EMPLOYEE MAY WISH TO CONSULT AN ATTORNEY BEFORE SIGNING BELOW.

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, Employee and the Company have caused this Agreement to be executed as of the date first written above.