Termination and release agreement
This Termination and Release Agreement (the “Agreement”) is made between [Employer legal name] (the “Company”) and [Employee full name] (the “Employee”).
Background
The Employee has been employed by the Company as [Job title] since [Hire date]. The Employee's employment [will end / ended] on [Separation date] (the “Separation Date”). The Company is offering the Employee the benefits in section 3, which are more than the Employee is otherwise entitled to receive, in exchange for the Employee's release and other promises in this Agreement.
1. Separation
The Employee's employment ends on the Separation Date. The Employee will not represent themselves as an employee or agent of the Company after that date. The Company will issue a record of employment, separation notice or similar document as required by law.
2. Amounts paid regardless of signing
Whether or not the Employee signs this Agreement, the Company will pay the Employee: (a) all base pay earned up to the Separation Date; (b) all accrued and unused vacation pay; (c) any minimum notice or pay in lieu of notice, and severance pay, required by applicable employment standards legislation; (d) continuation of benefits for any period required by that legislation; and (e) reimbursement of approved business expenses submitted by [Date]. These amounts will be paid within the time required by law.
3. Separation benefits
If the Employee signs this Agreement by the deadline in section 9 and does not revoke it, the Company will provide the following (the “Separation Benefits”), in addition to the amounts in section 2:
(a) a separation payment of [Separation payment amount] [Currency], less required deductions, paid [in a lump sum within Number days after the Effective Date / by salary continuation over Number weeks];
(b) continuation of [health and dental] benefits until [Benefits end date], to the extent the insurer allows, or a payment in lieu equal to the Company's cost for that period;
(c) [outplacement services up to Amount / a reference letter in the form attached as Schedule A / transfer of the Employee's laptop after data removal]; and
(d) [other benefits, if any].
The Employee acknowledges that the Separation Benefits are more than the Employee would be entitled to without this Agreement.
4. Release by the Employee
In exchange for the Separation Benefits, the Employee, for themselves and their heirs, executors and assigns, releases the Company and its affiliates, and their past and present directors, officers, employees, agents, insurers, successors and assigns (the “Released Parties”), from all claims, demands, complaints and causes of action, known or unknown, that the Employee has or may have up to the date they sign this Agreement arising from their employment or its end. This includes claims for wrongful dismissal, notice or pay in lieu at common law, breach of contract, bonuses, commissions, equity, benefits, and discrimination, harassment or reprisal under human rights or similar laws, to the extent the law allows them to be released.
For employees in the United States, this release includes, to the extent permitted by law, claims under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act, the Employee Retirement Income Security Act (other than vested benefits), and state and local equivalents.
What is not released. This release does not cover: amounts payable under section 2; claims that cannot be waived by law, such as claims for workers' compensation benefits, unemployment or employment insurance benefits, or minimum employment standards entitlements; vested retirement or pension benefits; rights to indemnification as a director or officer; claims arising after the Employee signs; or the Employee's right to enforce this Agreement.
Protected rights. Nothing in this Agreement prevents the Employee from filing a charge or complaint with, or participating in an investigation by, a government agency such as the US Equal Employment Opportunity Commission, the National Labor Relations Board, or a provincial human rights commission, or from reporting possible violations of law. However, to the extent allowed by law, the Employee waives the right to recover money from the Released Parties in any such proceeding, other than an award from a government agency for information provided.
5. Additional terms for US employees age 40 or over
If the Employee is 40 or older and works in the United States, the Employee acknowledges that: (a) this Agreement releases claims under the ADEA and the Older Workers Benefit Protection Act; (b) the Employee has been advised in writing to consult a lawyer before signing; (c) the Employee has [21 days, or 45 days if part of a group termination program] to consider this Agreement, and may sign earlier voluntarily; (d) the Employee may revoke this Agreement within 7 days after signing by written notice to [Name and email], and it does not become effective until that period ends without revocation; and (e) if this is part of a group program, the Company has provided the information required by law about the eligibility factors and the job titles and ages of those selected and not selected.
6. Return of property and continuing obligations
The Employee confirms that they have returned, or will return by the Separation Date, all Company property and information, and have deleted Company information from personal devices and accounts after returning a copy.
The Employee's obligations under [the Employee Confidentiality and Intellectual Property Assignment Agreement dated Date] and any other surviving agreement continue in force.
7. Confidentiality, non-disparagement and references
Confidentiality of terms. The Employee will keep the amount of the Separation Benefits confidential, except to their immediate family, lawyer, and financial or tax advisors who agree to keep it confidential, or as required by law. This does not restrict the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination or retaliation, where a law protects that right.
Non-disparagement. The Employee will not make statements that are false and damaging about the Company or its products or people. The Company will instruct [Names or titles of senior leaders] not to make false and damaging statements about the Employee. This section does not restrict truthful statements in legal proceedings or to government agencies.
References. Reference requests should be directed to [HR contact]. The Company will confirm the Employee's dates of employment and last position [and provide the reference letter in Schedule A].
8. No admission and taxes
This Agreement is not an admission of liability or wrongdoing by anyone. The Company will make deductions and withholdings required by law from payments under this Agreement. Where permitted, the Employee may direct part of the separation payment as a retiring allowance to a registered retirement savings plan in Canada, subject to their available room and the law. The Employee is responsible for any further taxes owing on the Separation Benefits.
9. Time to consider and acknowledgements
This offer remains open until [Deadline to sign]. The Employee acknowledges that: they have read and understood this Agreement; they have had a reasonable opportunity to obtain independent legal advice; they have not relied on any promise not written in it; the Separation Benefits are fair and sufficient consideration; and they are signing it voluntarily.
The “Effective Date” is the date the Employee signs, or for employees covered by section 5, the day after the revocation period ends without revocation.
10. Cooperation
For [12] months after the Separation Date, the Employee will reasonably cooperate with the Company on transition questions and any legal matters about which they have knowledge, at mutually convenient times. The Company will reimburse reasonable pre-approved expenses and pay [Hourly rate] per hour for time spent after the first [Number] hours.
11. Governing law and disputes
This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
If a dispute arises, the Company and the Employee will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.
Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.
12. Notices
Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
13. Entire agreement and general terms
Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
14. Counterparts and electronic signatures
This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.
Signatures
By signing below, the Employee confirms that they have read this Agreement, understand that it includes a release of claims, have had the opportunity to obtain independent legal advice, and sign it voluntarily. The Employer representative confirms they are authorized to sign for the Company.
EMPLOYEE
Name: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
EMPLOYER REPRESENTATIVE
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________