Employee Termination Agreement And Mutual Release Form (Page 3 of 5) in pdf

Mutual Release.

(a)

By Employee. Employee hereby acknowledges that the Company is terminating

the Employment Agreement for “good cause,” as that term is defined in the Employment

Agreement. Employee hereby agrees that [HE OR SHE] will not challenge or contest the

termination of the Employment Agreement and waives any and all claims, causes of action,

rights and/or remedies (if any) (“Claims”) that [HE OR SHE] might have against the Company,

its officers, directors, employees, stockholders, attorneys, and/or representatives, in their

capacities as such, relating to [HIS OR HER] relationship as employee or stockholder of the

Company, and the termination of such relationships, including any Claims (if any) that he might

have under the Employment Agreement or as stockholder of the Company.

(b)

By the Company. In consideration of Employee complying with the terms and

conditions of this Agreement, the Company hereby agrees to waive any and all claims, causes of

action, rights and/or remedies it might have against Employee.

[3.

Effect of Termination. In accordance with the terms of the Employment Agreement,

Employee shall (a) surrender [HIS OR HER] [NUMBER] shares of stock of the Company owned

by [HIM OR HER] (the “Stock”), and Employee does hereby irrevocably constitute and appoint

the Secretary of the Company attorney to transfer the Stock on the books of the Company with

full power of substitution in the premises, and (b) resign as Director of the Company.]

Representations and Warranties. Each party hereby represents and warrants that it or

[HE OR SHE] has been represented by independent legal counsel of its or [HIS OR HER]

choice, or if not represented by independent legal counsel, that it or [HE OR SHE] has had the

opportunity and was encouraged to engage independent legal counsel and discuss fully the terms

of this Agreement with such independent legal counsel, and that it or [HE OR SHE] has entered

into this Agreement voluntarily and of its or [HIS OR HER] own free will and without any

duress.

Non-Disparagement.

The Company (including its officers, directors, stockholders,

attorneys, and/or representatives) and Employee each agrees that it, [HE OR SHE] shall not

make any false, disparaging, or derogatory statements to any media outlet, industry group or

person, current, former, or potential future customers, patrons or employers of the other party,

regarding such other party or any of such other party’s officers, directors, employees,

stockholders, attorneys and/or representatives, or about such other party’s business affairs or

financial condition.

Confidentiality. The Company and Employee agree to maintain the confidentiality of

the terms and contents of this Agreement to the extent permitted by law. Accordingly, the

parties will not voluntarily disclose the terms and contents of this Agreement to any third party

other than attorneys or accountants in connection with the rendering of professional services, or

as required by law.

Termination of Employment Agreement

Employee Termination Agreement And Mutual Release Form Page 3