Release Agreement between Employer and Employee-at-will with Consultant’s Agreement for Employee to Continue Providing Services to Employer as Independent Contractor
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Release Agreement between Employer and Employee-at-will with Consultant’s Agreement for Employee to Continue Providing Services to Employer as Independent Contractor Powered By Docstoc
					        Release Agreement between Employer and Employee-at-will with
          Consultant’s Agreement for Employee to Continue Providing
                Services to Employer as Independent Contractor

Agreement made and effective this (date), between (Name of Employee) of
(street address, city, state, zip code), referred to herein as Employee, and (Name
of Employer), a corporation organized and existing under the laws of the state of
(name of state), with its principal office located at (street address, city, state, zip
code), referred to herein as the Company.
Whereas, Employee has been an employee for the Company since (date); and

Whereas, Employee is resigning as an employee of the Company on (date), and
Company and Employee have agreed to amicably resolve any and all issues arising
out of their employment relationship, with Employee to continue providing
services to employer as an independent contractor;

Now, therefore, for and in consideration of the mutual covenants contained in
this Agreement, and other good and valuable consideration, the parties agree as
1.     Employee acknowledges that Employee's employment will be terminated
as a result of Employee's resignation effective (date).

2.     Nothing in this Agreement shall be construed to prevent Employee from
participating in an investigation conducted by, any governmental agency,
including, but not limited to, the United States Equal Employment Opportunity
Commission (EEOC), or applicable state or city fair employment practices agency,
to the extent required or permitted by law. However, Employee gives up the right
to receive any relief whatsoever, including but not limited to financial benefit or
monetary recovery from any lawsuit filed or settlement reached by the EEOC or
anyone else with respect to any claims released and waived in this Agreement.

3.    Notwithstanding Paragraph 5 below, Employee understands and agrees
that by signing this Agreement Employee is not releasing claims that relate to:

      A.     Any claims arising after the date Employee signs this Agreement;

      B.     Any claims for enforcement of this Agreement;
      C.    Any rights or claims to workers' compensation or unemployment

      D.     Claims for accrued, vested benefits under any employee-benefit plan
      of the Company in accordance with the terms of such plans and applicable

      E.     Any claims or rights which cannot be waived by law; or

      F.    Any continuing rights for indemnification under any indemnification
      agreement, insurance policy or program of the Company or its affiliates, or
      charter or bylaws of the Company in effect as of (date).

4.      Employee, on behalf of himself, his heirs, executors, administrators,
successors and assigns, voluntarily and unconditionally releases and waives his
rights to pursue any and all legal claims, rights, debts, liabilities, demands, causes
of action, obligations, complaints, grievances, losses, covenants, contracts,
agreements, promises, damages, lawsuits or administrative proceedings in United
States federal or state courts or administrative agencies, known or unknown,
suspected or unsuspected, arising from the beginning of the world through the
date of this Release Agreement, against the Company, its employee-benefits
plans, parent, subsidiary or affiliated companies, or their respective present or
former directors, officers, employees, agents and fiduciaries, including, but not
limited to, any claims, lawsuits or administrative proceedings arising out of or in
any way relating to Employee's employment with the Company, or termination or
resignation from such employment. This release and waiver shall include, but is
not limited to, any and all claims of unlawful employment discrimination in regard
to citizenship, immigration status, national origin, gender, sexual orientation,
religion, race, physical or mental disability, marital status or age, whether such
claims may be brought pursuant to state or local law or the federal equal
employment, fair employment, civil or human rights laws, codes, ordinances, or
the laws of the United States, including, but not limited to, the Americans with
Disabilities Act, the Worker Adjustment and Restraining Notification Act, the Age
Discrimination in Employment Act, the Older Workers' Benefit Protection Act,
Title VII of the Civil Rights Act, as amended, the Family and Medical Leave Act, the
Employee Retirement Income Security Act of 1974, as amended, the Fair Labor
Standards Act, as amended, (Name of State)'s labor laws, any provisions of
(citation of statute) pertaining to hours of work or the payment of wages,
including, but not limited to, (citation of statute), any wage orders of (Name of
State Agency), and any and all claims arising out of his employment or lack of
employment with the Company. This release and waiver shall further include, but
not be limited to, all claims under local, state and federal law, including, but not
limited to, wrongful employment termination, breach of express or implied
contract of employment, defamation, intentional infliction of emotional distress,
negligent infliction of emotional distress, express or implied tort, invasion of
privacy, retaliation, breach of the covenant of good faith and fair dealing, or any
other tort or contract claim, or other claims for punitive or compensatory
damages relating in any manner whatsoever to Employee's employment or lack of
employment with the Company.

5.     With respect to any claim of age discrimination brought pursuant to the
Age Discrimination in Employment Act, it is understood that Employee is waiving
rights or claims under the Act in a “knowing and voluntary” manner, in
accordance with the meaning of those terms as set forth in 29 U.S.C.A. § 626(f)(1).
In connection with such waiver, Employee, by signing this Agreement,
acknowledges and represents that:

      A.     Employee has been advised that he has had the opportunity to
      consult with an attorney in connection with the execution of this
      Agreement, and that he has had a period of up to 21 days in which to
      consider this Agreement, including his waiver of statutory rights for age
      discrimination under this Agreement; and

      B.    In accordance with the provisions of 29 U.S.C.A. § 626(f)(1),
      Employee shall have a period of seven days following the execution of this
      Agreement in which to revoke this Agreement by providing written notice
      of such revocation by hand or overnight courier service (e.g., FedEx, UPS)
      delivery to:

      (Name of Company),
      Attention: (Name),
      (street address),
      (city, state, zip code).
6.    In further consideration of the Company's willingness to pay amounts
provided for in this Agreement to which Employee is not otherwise entitled,
Employee agrees:

      A.  Not to make any critical or disparaging statements about the

      B.    Not to allege that the ending of Employee's employment relationship
      with the Company suggests any violation of law or Company policy;

      C.      Not to engage in actions contrary to the interests of the Company
      except: (i) to pursue or enforce any rights reserved in Paragraph 3 above;
      or (ii) to the extent required by law; provided, however, that if Employee
      receives a subpoena or similar demand relating in any way to the Company,
      Employee shall promptly notify the Company so that the Company shall
      have the ability to seek an appropriate protective order prior to Employee
      making any disclosure in response to such subpoena or demand;

      D.    Not to remove from the custody of the Company, any documents,
      facsimiles, computer tapes, disks or printouts, or other written or
      electronically produced information of a confidential nature;

      E.     To return to the Company any Company property in Employee's
      possession or otherwise given to Employee for his use, including, but not
      limited to, credit cards, computers (laptops, desktops, PDAs, etc.), cell
      phones, keys, identification badges, Company property, assets, manuals,
      notes, reports, agreements of any kind or nature belonging to or pertaining
      to the Company;

      F.    To pay in full any outstanding balance on any corporate credit card
      issued to Employee; and

      G.  To give to the Company all passwords and encryption keys for
      Company-related files which are password protected or encrypted.

7.     Employee represents and warrants that neither he nor any other person or
entity on his behalf has made or filed any complaint, charge, or grievance against
the Company with any local, state or federal agency or department, including but
not limited to the United States Department of Labor, (Name of State Department
of Labor), (Name of State Agency), or the Equal Employment Opportunity

8.    This Agreement covers and includes all claims that Employee has against
the Company, whether actually known or not, despite the fact that (citation of
statute) may provide otherwise. Each party waives all rights and benefits available
to each of them in any capacity under the provisions of (citation of statute), which
provides: (e.g., A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time of executing the
release, which if known must materially affect the settlement with the debtor.)

9.     Employee affirms that, in making this Agreement, he is not relying on, and
has not relied on, any representation or statement by the Company or its
attorneys with respect to any facts surrounding the termination of his
employment or rights he may have or assert in connection with such termination.
Employee fully understands and warrants that if any fact on which he relied in
executing this Agreement be found subsequently to be other than, or different
from, the facts now believed by him to be true, Employee accepts and assumes
the risk of such possible difference in fact and acknowledges that this Agreement
shall be and remains effective notwithstanding any such difference in fact.

10. If Employee so notifies the Company in writing of his decision to revoke this
Agreement within the revocation period, he will waive and forfeit any entitlement
to the amounts identified in the Consulting Agreement, and the Company shall
have no further obligation to make such payments to Employee. Both parties
understand that Employee's decision to terminate this Agreement operates to
terminate Employee's employment effective as of (date).

11. Notwithstanding any provision of this Agreement to the contrary, nothing
in this Agreement shall supersede, cancel, or otherwise affect any provisions of
any confidentiality, noncompetition or non-solicitation agreement and/or
restrictive covenants in effect between Employee and the Company which survive
the termination of Employee's employment with Company. Employee further
acknowledges the Company is and shall remain the sole owner of all rights, title,
and ownership, intellectual property, and other interests in and to any and all
inventions, original works of authorship, developments, discoveries,
improvements, derivative works, algorithms, file layouts, formulas, computer
programs, source or object code, compositions, trade secrets, designs, processes,
techniques, know-how and data, innovations and ideas, whether or not
patentable, including, but not limited to, information regarding products,
procedures, methods, equipment, compositions, technology, formulas, research
and development programs, sales methods, cost of production and overhead,
customer lists, customer usages and requirements, and other confidential
technical or business information, which Employee has solely or jointly conceived
or developed or reduced to practice within the scope of his employment with the
Company. Employee acknowledges that all original works of authorship which
have been made by him, solely or jointly with others, within the scope of
employment and which are protectable by copyright are works made for hire, as
that term is defined in the United States Copyright Act of 1976, as amended.

12. Term. Commencing as of the Effective Date, and continuing for a period of
(number) years, hereinafter called the Term, unless earlier terminated pursuant to
Paragraph 4 hereof, the Consultant agrees that he will serve as a consultant to
the Company. This Agreement may be renewed or extended for any period as
may be agreed by the parties.

13.   Duties and Services.
      A.    Consultant's duties and responsibilities are set forth in detail in
      Schedule A, attached hereto and made a part hereof, collectively called the
      Duties or Services.
      B.    Consultant agrees that during the Term he will devote up to
      (number) days per month to his Duties. The Company will periodically
      provide the Consultant with a schedule of the requested hours and
      responsibilities for the applicable period of time. The Duties will be
      scheduled on an as-needed basis.
      C.    Consultant represents and warrants to the Company that he is under
      no contractual or other restrictions or obligations which are inconsistent
      with the execution of this Agreement, or which will interfere with the
      performance of his Duties. Consultant repres
Description: A release operates as a discharge of a claim or obligation. An independent contractor is a person or business who performs services for another person under an express or implied agreement and who is not subject to the other's control, or right to control, the manner and means of performing the services. The person who hires an independent contractor is not liable to others for the acts or omissions of the independent contractor. An independent contractor is distinguished from an employee, who works regularly for an employer. The exact nature of the independent contractor's relationship with the hiring party is important since an independent contractor pays their own Social Security, income taxes without payroll deduction, has no retirement or health plan rights, and often is not entitled to worker's compensation coverage.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),