SEPARATION AGREEMENT AND GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS: THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) as of the ____ day of ____________ 2005, City of __________, Philippines, is entered into by and between: ______________________________, a Philippine corporation with principal place of business at _______________________________________, hereinafter referred to as the (the “Company”) - and ___________________________, Filipino, of legal age, with residence and postal address at __________________________ hereinafter referred to as the ( the “Executive”), (the parties together, the “Parties”, and each individually, a “Party”). Whereas, the Executive has been employed by the Company as its _________________________; Whereas, the Executive has notified the Company of his intention to sever the employer-employee relationship; Whereas, the Parties have agreed that as of __________________ 2005 (the “Termination Date” the Executive’s employment with the Company shall cease; and Whereas, the Parties wish to terminate the employment relationship, and separate, in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of mutual promises and releases herein contained, the Parties hereto agree as follows: 1. Separation Terms The Executive shall cease to be an employee of the Company effective upon Termination Date. Consequently, the Company shall pay the
Executive the compensation and benefits that the Executive has earned and is entitled to receive effective such date in the total amount PESOS: ________________________________________________ (PhP_____________) Philippine currency, representing the full and complete settlement of all compensation, benefits and privileges to which the Executive is entitled to receive by reason of his employment with the Company. 2. Release 2.1 Each Party hereby fully releases and forever discharges the other Party, including its affiliates, subsidiaries, divisions, successors and assigns, as well as their past and present officers, directors, employees, shareholders in their individual and corporate capacities, from any and all actions, causes of action, claims and demands, known and unknown, which the releasing Party now has or hereafter may have, which in any manner whatsoever, directly or indirectly, connected with or related (a) the Executive’s employment with the Company, and/or (b) the cessation of the Executive’s employment with the Company. Such claims include, but are not limited to, (a) disputed wages and benefits, and breach of any employment contract. This release extends and applies to all unknown, unforeseen, unanticipated, and unsuspected injuries, damages, loss or liability, as well as those now disclosed or known to exist. Neither Party shall bring any legal action against the other Party for any claim waived and released under this Agreement.
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2.3.
3. Cooperation 3.1 Until the Termination Date, the Executive shall cooperate fully with the Company (a) in transferring the Executive’s duties and responsibilities to another individual or individuals in the Company, if necessary, (b) in the signing and execution of all documents, disclosures and forms which pertain to the period during which the Executive was employed by the Company, (c) in supplying information , data, expertise within the Executive’s knowledge or competence, and (d) in connection with any action or proceeding which relates to the Company or any of its affiliates, including any litigation or dispute of which the Executive has knowledge or information.
4. Confidential and Proprietary Information 4.1 The Executive shall keep in confidence and trust all confidential and proprietary information of the Company and its affiliates, and the Executive shall not use or disclose any such confidential or proprietary information or anything relating to it without the express written consent of the Company For purposes of this Agreement, confidential and proprietary information shall mean any and all data, reports, records, correspondences, notes, compilations, studies including but not limited to trade secrets, marketing formulae and standards, corporate practices, procedures, plans, programs, processes, products operations, customer files, corporate minutes, contracts, and such other business information belonging to or which are disclosed directly or indirectly by the COMPANY or any of its affiliates, subsidiaries, representatives, agents, consultants or advisers, whether oral or in writing.
4.2
5. Critical Comments, Discussion or Publication 5.1 Both Parties shall not make, directly or indirectly, any public imputation of an act, omission, condition, or disseminate or otherwise make known, any information that will adversely affect the reputation of, or which shall cause or tend to cause the dishonor, discredit or contempt of either Party to this Agreement or any of the stockholders, directors, officers and employees of the Company. Without derogating from Section 5.1 above, the Company shall not make any critical comments, cause the recording in the Executive’s employment records the suspension and/or separation for cause, from publishing the Executive’s name in any of the official newsletter or publication of the Company or, cause his name and/or photograph to appear in any newspaper of local or nationwide circulation purporting to convey that he is no longer connected with the Company or, any message of similar import calculated or, tend to be critical, derogatory or destroy the Executive’s career opportunities and reputation. If any one or more terms contained in sub-sections 5.2 or 5.3 shall for any reason be held to be excessively broad in scope with regard to applicability, terms or activity covered thereby, the terms shall be construed in a manner that would enable it to be enforced to the extent compatible with applicable law.
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5.3
6. Miscellaneous 6.1 Entire Agreement. This Agreement contains the entire agreement between the Parties with regard to the matters set forth herein, and supersedes any purported agreements or understandings, oral or written, that may have preceded the date of this Agreement. This Agreement may not be modified or amended except in a writing signed by the Parties hereto. Severability. Should any provision of this Agreement be found by any court or government agency to be illegal, invalid, ineffective for any reason , the remaining terms of this Agreement shall nevertheless remain in full fore and effect. Venue of Action. Actions and controversies that may arise under this Separation Agreement with General Release and Promissory Note shall be brought exclusively before the proper court in the City of ________________ only. Counterparts. This Agreement shall be signed in any number of counterparts, all of which, together shall constitute one and the same document.
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IN WITNESS WHEREOF, the Parties have hereto executed this Agreement in the date and place first above written. ____________________ at ______________________.
(Company) by : ________________________________ __________________________ (Executive/Maker)
ACKNOWLEDGMENT Republic of the Philippines ) City of ___________________ ) S.S. BEFORE ME, a Notary Public for and in the City of Makati, appeared :
TAX IDENTIFICATION NUMBER
personally
COMMUNITY TAX CERTIFICATE NUMBERDATE/PLACE ISSUED
________________ ________________
__________________________ __________________________
known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed and the free and voluntary act and deed of the corporation herein represented. This Instrument consisting of five (5) pages, including this page whereon the acknowledgment clause is written, signed by the Parties together with their instrumental witnesses on each and every page hereof and sealed with my notarial seal, pertains to a Separation Agreement and General Release. WITNESS MY HAND AND SEAL this ___ day of ____________________ 2005 at _______________________, Philippines. Doc.No. : _______; Page No. : _______; Book No. : _______; Series of 2005
NOTARY PUBLIC