Sample Separation Agreement And Release (Page 3 of 4) in pdf

information confidential and will continue to do so, and that, unless you first secure the

Company's written consent, you shall not directly or indirectly publish, market or otherwise

disclose, advise, counsel or otherwise procure any other person or entity, directly or indirectly, to

publish, disclose, market or use, any such secret, confidential or proprietary information or

relationships of the Company ("Trade Secrets"), of which you became aware or informed during

your employment with the Company, unless the Company shall have first given its express

written consent to such publication, disclosure, marketing or use, except to the extent that such

Trade Secrets a) were known to you at the time of their receipt, b) were in or have become part of

the public domain (otherwise than through you), c) were known to the recipient prior to the

disclosure, or d) are required to be disclosed by a court or governmental agency. Such Trade

Secrets are and shall continue to be the exclusive proprietary property of the Company whether

or not they were disclosed to or developed in whole or in part by you.

Such "Trade Secrets" include, without limitation, subscriber lists, marketing plans and programs,

studies, and strategies of or about the Company or its business, customers or suppliers, which

derives independent economic value, actual or potential, from not being generally known to, and

not being readily ascertainable by proper means by, other persons who can obtain economic

value from its disclosure.

10. You represent you have returned to the Company any and all files, calendars, distribution lists

and any other information and records in your possession or under your control containing

confidential or proprietary information concerning the Company or its operations. You also

represent that you have no such information and records in your possession or under your control

at this time. You further represent that you have returned all keys or other Company property in

your possession.

11. It is expressly understood and agreed that this Agreement and Release shall act as a

complete bar to any claim, demand or action of any kind whatsoever brought by you against the

Company including, without limitation, any claim, demand or action under, or relating to your

employment, compensation and benefits with the Company and/or the termination thereof, except

for claims for breach of this Agreement and Release.

12. This Agreement and Release may not be changed orally, and no modification, amendment or

waiver of any of the provisions contained in this Agreement and Release nor any future

representation, promise or condition in connection with the subject matter of this Agreement and

Release, shall be binding upon any party hereto unless made in writing and signed by such party.

13. This Agreement and Release shall be subject to, governed by and interpreted in accordance

with the laws of the State of [specify].

14. This Agreement and Release and the terms hereof shall be kept confidential.

15. This Agreement and Release contains the entire agreement between the parties with respect

to the subject matter hereof and supersedes and terminates any and all previous agreements of

any kind whatsoever between the parties, whether written or oral, relating to your employment,

compensation and benefits with the Company and/or the termination thereof. This is an integrated

document.

16. The parties agree that this Agreement and Release may be specifically enforced in court and

may be used as evidence in a subsequent proceeding in which any of the parties allege a breach

of this Agreement and Release. In the event of litigation in connection with or concerning the

subject matter of this Agreement and Release, the prevailing party shall recover all the party's

costs, expenses and attorneys' fees incurred in each and every such action, suit or other

Note: This document is for informational purposes only and may not be appropriate for

your situation. Please consult an attorney for all legal matters.

Sample Separation Agreement And Release Page 3

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