Employment Agreement Release Explained

what does this mean: Except for its obligations pursuant to this Agreement, Employee hereby releases and discharges the Company, and any and all of its former and current officers, employees, agents, representatives, affiliates, predecessors, * successors and assigns, as well as their heirs, executors and administrators, from liability on or for all claims, demands, causes of action, damages, costs, expenses, accounts, contracts, agreements, promises, compensation and all other liabilities of any kind or nature whatsoever, direct or indirect, known or unknown, which Employee may have had, now has or may hereafter have for any reason whatsoever, on account of or arising out of or in consequence of their employment relationship with the Company and/or the July *, * termination of that relationship from the beginning of time to the date of this Agreement, including, but not limited to, any action for breach of express or implied contract, any form of tort, and any claim of discrimination based upon race, creed, color, national origin, ancestry, religion, gender, disability, genetic information, age, marital or familial status, sexual orientation, gender identity or expression, military or veteran status, alienage or citizenship, and any other claim arising under Title VII of the Civil Rights Act of *, the Employee Retirement Income Security Act, the Americans with Disabilities Act of *, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Family and Medical Leave Act, Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the National Labor Relations Act, the Uniformed Services Employment and Re-employment Rights Act of *, the Equal Pay Act of *, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act of *, the Pregnancy Discrimination Act, the Pregnant Workers Fairness Act, the Families First Coronavirus Response Act, the New York State Human Rights Law, New York Executive Law §§ * and *, et seq., the New York Civil Rights Law, the New York State Insurance Law, the New York Labor Law, the New York City Human Rights Law, the New York Constitution, the United States Constitution and/or any and all other federal, state or local statutes, laws, rules and regulations pertaining to employment, as well as any and all other claims * of any nature. To the extent any such claim cannot be waived as a matter of law, it is understood that Employee expressly waives their right to any relief of any kind on any such claim, including attorneys’ fees and costs, should Employee pursue any claim or should any person or entity pursue any claim on Employee’s behalf.

what does this mean: othing in this Agreement is intended to, or shall, interfere with Employee’s rights under federal or state employment discrimination laws to file or otherwise institute a charge of discrimination, to participate in a proceeding with any appropriate federal or state governmental agency enforcing discrimination laws, or cooperate with any such agency in its investigation, none of which will constitute a breach of any of the provisions of this Agreement. However, Employee will not be entitled to any relief, recovery, or monies in connection with any such complaint, charge, or proceeding, regardless of who filed or initiated it, provided, however, that this provision does not prohibit Employee from seeking and obtaining a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act of *. Notwithstanding this Section *.* and Section *.* above, Employee may apply for and receive state disability or unemployment compensation benefits, and the Company will not oppose the application. However, Employee acknowledges that the Company has a legal obligation to respond truthfully to any inquiry from the Department of Labor. Additionally, nothing in this Agreement is intended to prevent Employee from exercising their rights under Section * of the National Labor Relations Act, including the right to participate in or assist with a case before the National Labor Relations Board and communicate with coworkers or third parties about the terms and conditions of employment or labor disputes, unrelated to the Separation Payment, when the communication is not so disloyal, reckless, or * maliciously untrue as to lose the protection of the law.

what does this mean: WHEREAS, on or about July *, * (the “Termination Date”), the Parties determined that it was in their mutual best interests to discontinue their employment relationship effective immediately.

what does this mean: Entire Agreement — This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof. It supersedes any and all prior agreements relating thereto. There are no other understandings or agreements between or among the Parties with respect to the subject matter hereof. No condition or provision of this Agreement may be modified, waived or revised in any way except in writing executed by all Parties and referring specifically to this Agreement. Emails containing a typed name and/or signature block do not constitute signed writings. *.*. Advice of Counsel — Employee acknowledges and represents that the Company has encouraged them to seek the advice of counsel prior to executing this Agreement; they have had a full and fair opportunity to seek the advice of counsel; to the extent Employee sought advice of counsel such advice was effective in all respects; and Employee has had all the time needed to fully review the Agreement so as to allow effective consultation with counsel or other advisor. *.*. Binding Effect — This Agreement and all rights and duties set forth herein shall be binding upon and inure to the benefit of the parties hereto, as well as their respective successors and assigns. *.*. Governing Law and Choice of Forum — This Agreement and its interpretation and performance shall be governed by the laws of the State of New York, without giving effect to its conflict-of-law rules. Any action relating to or arising out of the terms of this Agreement shall be brought either in the state courts located in New York County, New York or the United States District Court for the Southern District of New York. * *.*. Partial Invalidity — In the event any provision of this Agreement is held to be contrary to or invalid under the laws of any country, state, municipality or other jurisdiction, such illegality or invalidity shall not affect in any way any of the other provisions hereof, all of which shall continue in full force and effect. Notwithstanding the foregoing, if Employee’s release of claims is found to be completely invalid, the Agreement shall be ineffective and void, and Employee shall be required to return the Separation Payment minus $*.*. *.*. Captions — The captions set forth in this Agreement are intended solely for the Parties’ convenience and ease of reference and are not intended to modify, limit, describe or affect in any way the scope, content or intent of this Agreement. *.*. Company Property — Employee represents that they have surrendered to the Company all property of the Company, its employees, suppliers, vendors, clients or other third parties relating in any way to the Company’s management or operations, including, but not limited to, all money, checks, papers, books, records, computer programs, data, keys, equipment, tools, hardware, software, file back-up materials, diskettes, tapes, passwords, electronic or magnetic storage devices, confidential or proprietary information, trade secrets or like materials in their possession or control and all copies thereof. Employee agrees that they will not keep any copies, duplicates, reproductions or excerpts of any of the above items. The ownership and right of control of all notes, lists, analyses, memoranda, reports, records, programs, databases, processes and supporting documents or writings prepared by, for or on behalf of Employee in connection with the performance of their duties during their employment are vested exclusively in the Company and remain the exclusive property of the Company. Employee also represents that they have transferred * to the Company all information related to all prospects, leads and deals they worked on while employed by the Company.

what does this mean The failure of either party to this Agreement to exercise and/or delay in exercising any power or right hereunder shall not operate as a waiver thereof, nor * shall any single or partial exercise of any such power or right preclude any other or further exercise of any other power or right hereunder. Further, the waiver by either party to this Agreement of any right or remedy hereunder on any occasion shall not be construed as a waiver of any such right or remedy on any future occasion.

what does this mean The Parties’ execution of this Agreement or any of the individual terms thereof shall not be construed or otherwise deemed to be an admission or acknowledgment by any party of any wrongful or improper act or conduct, of any violation of any statute, regulation, code or any other law or contract, nor of any liability to any other party. Neither this Agreement, the fact that an agreement has been reached, nor the promises and payments in consideration of this Agreement shall be taken, used or deemed admissible evidence in any action or proceeding, except to enforce the terms of this Agreement.