SEVERANCE AND MUTUAL RELEASE AGREEMENT

(Nevada – Comprehensive Template)

[// GUIDANCE: This template is drafted for use with an individual, non-union employee separation in Nevada. It complies with the Older Workers Benefit Protection Act (“OWBPA”) and includes placeholders for optional arbitration and jury-trial waiver language. Review and customize all bracketed items before execution.]

TABLE OF CONTENTS

1. Article I Definitions
2. Article II Consideration & Severance Benefits
3. Article III Mutual Release of Claims
4. Article IV Representations & Warranties
5. Article V Covenants & Restrictions
6. Article VI Default; Revocation; Remedies
7. Article VII Risk Allocation
8. Article VIII Dispute Resolution
9. Article IX General Provisions
10. Execution Block

DOCUMENT HEADER

SEVERANCE AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of [Effective Date] (the “Effective Date”), is entered into by and between [Legal Name of Employer], a [State of Incorporation] [corporation/LLC] with its principal place of business at [Address] (“Employer”), and [Employee Name], an individual residing at [Address] (“Employee,” and together with Employer, the “Parties,” each a “Party”).

RECITALS

A. Employee’s employment with Employer will terminate effective [Termination Date] (the “Termination Date”).
B. Employer desires to provide, and Employee desires to accept, certain severance benefits in exchange for the mutual promises and releases contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms appear alphabetically.

1.1 “ADEA” means the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.

1.2 “Consideration Period” has the meaning set forth in Section 3.4(a).

1.3 “Confidential Information” means all non-public information regarding Employer and its Affiliates, including trade secrets, business plans, financial data, customer lists, and proprietary technology, whether written, oral, electronic, or otherwise.

1.4 “Covered Claims” has the meaning assigned in Section 3.2.

1.5 “OWBPA” means the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).

1.6 “Release Effective Date” has the meaning set forth in Section 3.4(c).

1.7 “Severance Amount” means [Dollar Amount], less standard payroll deductions and withholdings.

1.8 “Severance Period” means the period commencing on the Release Effective Date and ending [Number] months thereafter.

ARTICLE II

CONSIDERATION & SEVERANCE BENEFITS

2.1 Severance Payment. Subject to Employee’s timely execution and non-revocation of this Agreement, Employer shall pay Employee the Severance Amount in [lump sum/installments pursuant to Employer’s regular payroll schedule].

2.2 COBRA/Health Benefits. Employer shall [pay/continue] Employee’s group health insurance premiums under COBRA for the Severance Period, subject to applicable plan terms.

2.3 Outplacement Assistance. Employer shall provide [describe services] at a cost not to exceed [$____].

2.4 Accrued Obligations. Employer shall pay Employee all earned but unpaid wages, accrued vacation, and reimbursable business expenses through the Termination Date in compliance with NRS 608.

2.5 Exclusive Benefits. The consideration in this Article II constitutes the entire economic consideration for this Agreement and exceeds any amounts otherwise owed to Employee.

[// GUIDANCE: Confirm Severance Amount aligns with liability cap in Section 7.2.]

ARTICLE III

MUTUAL RELEASE OF CLAIMS

3.1 Mutual Release. Subject to Section 3.3, each Party, on behalf of itself and its predecessors, successors, assigns, agents, and representatives, fully and forever releases and discharges the other Party and its Affiliates and current/former officers, directors, employees, and agents (“Released Parties”) from any and all claims, liabilities, demands, and causes of action of any kind, whether known or unknown, that arose on or before the Release Effective Date (collectively, “Covered Claims”).

3.2 Scope of Employee Release. Covered Claims include, without limitation:
(a) claims arising under federal, state, or local employment, labor, civil rights, or wage-hour laws, including Title VII of the Civil Rights Act, the ADEA, the Americans with Disabilities Act, the Family and Medical Leave Act, the Nevada Equal Employment Opportunity laws, and the Nevada wage statutes;
(b) claims for breach of contract, wrongful termination, retaliation, whistleblowing, emotional distress, or defamation; and
(c) any other statutory or common-law claims relating to Employee’s employment or separation.

3.3 Exclusions. Nothing in this Agreement releases (i) claims arising after the Release Effective Date; (ii) rights to enforce this Agreement; (iii) claims for unemployment or workers’ compensation; (iv) vested benefits under ERISA-covered plans; or (v) rights that cannot lawfully be waived. Employer’s release excludes claims relating to Employee’s fraud, embezzlement, or willful misconduct discovered after the Effective Date.

3.4 OWBPA Compliance.
(a) Consideration Period. Employee is hereby advised to consult with legal counsel and is granted [21/45] days (“Consideration Period”) to review, consider, and decide whether to sign this Agreement.
(b) Revocation Period. After signing, Employee may revoke this Agreement within seven (7) calendar days. Any revocation must be in writing and delivered to [Employer Contact] before midnight on the seventh day.
(c) Release Effective Date. This Agreement becomes effective on the eighth (8th) day after Employee signs, provided Employee has not revoked (“Release Effective Date”).
(d) Knowing and Voluntary. Employee acknowledges that (i) this release is written in plain language, (ii) Employee understands its terms, (iii) Employee is receiving consideration beyond that to which Employee is otherwise entitled, and (iv) nothing herein waives future claims under the ADEA.

ARTICLE IV

REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents that:
(a) it has full authority and capacity to enter into and perform this Agreement;
(b) entering into this Agreement does not violate any other agreement or legal obligation; and
(c) it has not assigned or transferred any Covered Claim.

4.2 Employer Representations. Employer represents that all wages due to Employee through the Termination Date have been, or will be, paid in accordance with NRS 608.

4.3 Employee Representations. Employee represents that Employee (i) has returned all Employer property (except as may be listed on Schedule 4.3), (ii) has not filed or caused to be filed any Claim against Employer except as disclosed in writing on Schedule 4.3, and (iii) will keep Confidential Information strictly confidential in accordance with Article V.

4.4 Survival. All representations and warranties survive the Release Effective Date for the applicable statute of limitations period.

ARTICLE V

COVENANTS & RESTRICTIONS

5.1 Confidentiality of Agreement. Employee shall not disclose this Agreement or its terms except to immediate family, legal counsel, tax advisors, or as required by law. Employer may disclose as required by securities laws or in the ordinary course of business.

5.2 Non-Disparagement. Each Party shall refrain from making any statement likely to harm the other Party’s reputation; provided, however, that truthful testimony under subpoena or court order is not a violation of this Section.

5.3 Cooperation. Employee shall cooperate reasonably with Employer in any pending or future investigations or litigation relating to matters within Employee’s knowledge. Employer shall reimburse reasonable out-of-pocket expenses incurred in providing such cooperation.

5.4 Restrictive Covenants Incorporated. Any restrictive covenant agreement previously executed by Employee (e.g., confidentiality, non-compete, or invention assignment agreement) remains in full force and effect and is incorporated herein by reference.

ARTICLE VI

DEFAULT; REVOCATION; REMEDIES

6.1 Events of Default.
(a) Employer Default: Failure to timely pay any amount due under Article II after ten (10) days’ written notice and opportunity to cure.
(b) Employee Default: Breach of Articles III, V, VII, or any surviving restrictive covenant, after ten (10) days’ written notice (if curable).

6.2 Remedies.
(a) Employer Default: Employee may (i) accelerate all unpaid Severance Amounts; and (ii) recover reasonable attorneys’ fees.
(b) Employee Default: Employer may (i) cease further severance payments; (ii) seek repayment of previously paid Severance Amounts; and (iii) obtain injunctive relief limited to preventing ongoing breaches of confidentiality, proprietary rights, or non-disparagement obligations.

6.3 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

ARTICLE VII

RISK ALLOCATION

7.1 Mutual Release/Indemnification. Each Party agrees to defend, indemnify, and hold harmless the other Party and its Released Parties from Covered Claims asserted by third parties arising out of that Party’s breach of this Agreement.

7.2 Limitation of Liability. To the fullest extent permitted by law, each Party’s aggregate liability arising out of or relating to this Agreement will not exceed the Severance Amount, except for (a) fraud, (b) willful misconduct, or (c) breaches of Article V.

7.3 Insurance. Employer represents that it maintains employment practices liability insurance (“EPLI”) with limits of not less than [$____] per claim.

7.4 Force Majeure. Neither Party is liable for failure to perform due to events beyond its reasonable control (e.g., natural disasters, acts of war, pandemic-related shutdowns), provided the affected Party gives prompt notice and resumes performance as soon as practicable.

ARTICLE VIII

DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Nevada and applicable federal employment laws, without regard to conflict-of-laws principles.

8.2 Forum Selection. Subject to Section 8.3, any action arising out of this Agreement shall be brought exclusively in (a) the state courts of Clark County, Nevada or (b) the United States District Court for the District of Nevada, and each Party irrevocably submits to such jurisdiction.

8.3 Arbitration [OPTIONAL]. [If elected, replace Section 8.2 with the following:]
(a) Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules.
(b) The arbitration shall be held in [Las Vegas/Reno], Nevada before a single arbitrator with at least ten (10) years’ employment-law experience.
(c) Judgment on the award may be entered in any court of competent jurisdiction.
(d) The arbitrator may award injunctive relief consistent with Section 6.2(b).

8.4 Jury Trial Waiver [OPTIONAL]. [Each Party knowingly, voluntarily, and irrevocably waives its right to a trial by jury in any action relating to this Agreement.]

8.5 Provisional Relief. Notwithstanding Section 8.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction, limited to protecting Confidential Information, enforcing non-disparagement, or preserving the status quo pending arbitration.

ARTICLE IX

GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. A waiver is effective only for the specific instance and purpose given.

9.2 Assignment. Employee may not assign or delegate any right or obligation under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any successor or Affiliate.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

9.4 Severability & Reformation. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement. This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements, written or oral, concerning the subject matter.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile are binding as originals.

9.7 Interpretation. Headings are for convenience only and do not affect interpretation. The Parties participated jointly in negotiating this Agreement; no presumption or burden of proof arises favoring or disfavoring either Party by virtue of authorship.

EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Severance and Mutual Release Agreement as of the dates set forth below.

[Optional Notary Block—Nevada allows but does not require notarization for severance agreements; include if desired for evidence of authenticity.]

[// GUIDANCE: Retain a fully executed copy for at least four (4) years to satisfy potential EEOC record-keeping requirements. Confirm that any group termination program separately satisfies the OWBPA disclosure obligations (e.g., group-exit demographic disclosure).]

END OF TEMPLATE