General Release Of Claims

Business Associate Agreement

This Business Associate Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

A. The parties entered into a severance agreement (the "Severance Agreement"), effective as of [DATE OF SEVERANCE AGREEMENT], under which [PARTY A] will pay [PARTY B] certain benefits under certain circumstances following his or her termination of employment.

B. [PARTY B]'s employment with [PARTY A] [terminated/will terminate] on [SEVERANCE DATE] under circumstances that entitles [PARTY B] to payments under the Severance Agreement, subject to the terms of this agreement.

C. [PARTY A]'s obligations under the Severance Agreement are contingent on [PARTY B] signing and providing this agreement within the required time.

D. Signing this release is a condition of [PARTY B] receiving payments and benefits under the Severance Agreement.

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Termination of Employment. [PARTY B] hereby acknowledges that their employment with [PARTY A] [is terminated / will be terminated] as of [TERMINATION DATE] (the "Separation Date").

General Release of Claims

In return for [PARTY A] making the payments and providing the benefits under the Severance Agreement, [PARTY B] hereby releases all Released Persons from all Claims, other than Excluded Claims, [PARTY B] ever had, now has, or may have in the future against Released Persons

relating to [PARTY B]'s employment, or the cessation of their employment, with [PARTY A] or a Related Employer, or

involving facts that occurred on or after the Effective Date.

Definitions

Claim. "Claim" means any claim, cause of action, suit, agreement, promise, damage, dispute, judgment, or other demand.

Excluded Claim. "Excluded Claim" means a Claim [PARTY A] has

failed to pay [PARTY B] a payment described in or contemplated by,

failed to pay [PARTY B] any vested benefits [PARTY B] is entitled under a plan or program of [PARTY A] or a Related Employer, or

otherwise breached the terms of the Severance Agreement.

Related Employer. "Related Employer" means any affiliate of [PARTY A] that[PARTY B] currently works for or has worked for.

Released Claims. "Released Claims" means all Claims that are not Excluded Claims.

Released Persons. "Released Persons" means, collectively, [PARTY A] and all of its past and present officers, directors, shareholders, partners, trustees, employees, agents, and representatives, and those of [PARTY A]'s affiliates.

Severance BenefitsIn consideration of executing this agreement, [PARTY A] shall pay [PARTY B] the severance payments and other benefits described in section [SEVERANCE BENEFITS] of the Severance Agreement.

Right to Revoke

Revoke by Notice. Within [seven] days after the Effective Date, [PARTY B] may revoke this agreement, including [PARTY B]'s release under section [GENERAL RELEASE OF CLAIMS], by notifying [PARTY A] of the revocation.

Effect of Revocation. [PARTY B] hereby acknowledges that the Severance Agreement, including the severance payments and benefits, will be void if [PARTY B] revokes this agreement. 

Effectiveness of Release. [PARTY B]'s release of the Released Persons under section [GENERAL RELEASE OF CLAIMS] will not become effective until the [eighth] day after the Effective Date.

Conditions on Severance. [PARTY A] will be obligate to pay [PARTY B] the severance payments and benefits under section [SEVERANCE BENEFITS] of the Severance Agreement only if [PARTY B]

signs and delivers this agreement to [PARTY A] within 60 of receiving it from [PARTY A],

complies the terms of this agreement and the Severance Agreement, and

does not revoke this agreement under section [RIGHT TO REVOKE]

No Actions Brought. Except for Excluded Claims, [PARTY B] has not brought any Claim against any Released Person

relating to [PARTY B]'s employment, or the cessation of their employment, with [PARTY A] or a Related Employer, or

involving facts that occurred on or after the Effective Date.

No Assignment of Claims[PARTY B] has not assigned any Released Claims to any Person.

EEOC and ADEA Claims

Complaints to EEOC. Nothing in this agreement

prevents [PARTY B] from filing a charge or complaint (including a challenge to the validity of this Release) with the EEOC,

prevents [PARTY B] from participating in any investigation or proceeding conducted by the EEOC, or

establishes a condition precedent or other barrier to exercising his or her rights before the EEOC.

Waiver of EEOC Recovery. While [PARTY B] has a right to participate in any EEOC investigation, [PARTY B] understands that, under this Release, he or she is waiving the right to any monetary recovery arising from any such investigation.

ADEA Claims. [PARTY B] may file a charge alleging a violation of the ADEA with any administrative agency and challenge, under the ADEA, the validity of this agreement without either

repaying [PARTY A] amounts paid under this agreement or the Severance Agreement, or

paying [PARTY A] any other amounts (including attorneys' fees or damages).

Acknowledgments

Release Final and Binding[PARTY B] hereby acknowledges that their release under this agreement is, subject to their rights under section [RIGHT TO REVOKE], final and binding.

Extinguishment of Released Claims[PARTY B] hereby acknowledges that their release under this agreement irrevocably extinguishes their rights of action for any matter connected with the Released Claims.

 Effect of Release. [PARTY B] understands that, by signing this agreement, they are giving up any right they have or may have to sue or bring any Claims other than Excluded Claims against any Released Person.

Claims Known and Unknown Released[PARTY B] hereby acknowledges that they are granting this Release regardless of whether they know all the Released Claims as of the Effective Time.

 No Admission of Liability. [PARTY A]'s payments to [PARTY B] and the signing of this Release do not constitute any acknowledgement that [PARTY B] has any valid Claims against any Released Person or that any Released Person admits any liability to [PARTY B].

Acknowledgement of Contract Terms. [PARTY B] acknowledges that they

have read this agreement,

understand its terms,

have had the opportunity to consult[ and have consulted] with independent legal counsel, and

have signed this agreement voluntarily.

Covenant Not to SueExcept as allowed under section [EEOC AND ADEA CLAIMS], [PARTY B] will not sue, or commence or maintain any action or proceeding against a Released Person in connection with a Released Claim.

Non-Disparagement

No Disparagement of [PARTY A]. Subject to paragraph [EXCEPTION FOR COMPELLED TRUTHFUL STATEMENTS], [PARTY B] will not disparage or denigrate [PARTY A] or [PARTY A]'s Representatives.

Exception for Compelled Truthful Statements. [PARTY B] may make truthful statements about [PARTY A] or its Representatives, if compelled by court Order, Legal Proceeding, or otherwise required by Law, without violating the non-disparagement requirements under this section.

Non-Disparagement

Mutual Non-Disparagement. Subject to paragraph [EXCEPTION FOR COMPELLED TRUTHFUL STATEMENTS], neither party will disparage or denigrate the other party, or the other party's Representatives.

Exception for Compelled Truthful Statements. Either party may make truthful statements about the other, if compelled by court Order, Legal Proceeding, or otherwise required by Law, without violating the non-disparagement requirements under this section.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Return of Property[PARTY B] has returned to [PARTY A] all property that belongs to [PARTY A], including all documents that belong to [PARTY A] and files stored on [PARTY B]'s computers containing information that belongs to [PARTY A]and has destroyed all copies [PARTY B] made of that property.

Code Section 409A

Notice Under Section 409A. If [PARTY B] is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), [PARTY A] shall promptly deliver written notice to [PARTY B] advising it of the application of such Code section.

Deferment of Payment. Only if and to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Code section 409A, [PARTY A] shall delay payments otherwise required to be made to [PARTY B] under this agreement, delayed to the earlier of

six months and one day after [PARTY B]'s Date of Termination, or

[PARTY B]'s death.

Date of Termination. For purposes of this section [CODE SECTION 409A], [PARTY B]'s "Date of Termination" will be interpreted in a manner that is consistent with the term "separation from service" as defined in Code section 409A and the Treasury Regulations under that section.

Interest of Deferment. Interest will accrue on unpaid amounts delayed under this section [CODE SECTION 409A] at the prime rate in effect at [BANK] or any successor bank commencing from the date that such amounts would otherwise have been due under the applicable provision.

Section 409A of Code

Interpreted According to Section 409A. The parties hereby acknowledge their mutual intent that this [agreement / plan] be interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Administered According to Section 409A. The Committee shall use reasonable efforts to ensure this plan is administered according to and to meet any applicable requirements under or exceptions from the Code, including Section 409A of the Cod, and the Treasury Regulations under the Code.

Code Section 409A

Construction of this Agreement. The parties intend that:

this agreement will at all times be administered and the terms of this agreement will be interpreted consistent with the requirements of the Code, including Section 409A of the Code;

any benefits under this agreement will satisfy, to the greatest extent possible, the exemptions from the application of Code section 409A, provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9); and 

to the extent not so exempt, this agreement (and any definitions under this agreement) will be construed in a manner that complies with Section 409A.

Specific Interpretations. For purposes of Code section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)):

[PARTY B]'s right to receive any installment payments under this agreement (whether severance payments, if any, or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this agreement will at all times be considered a separate and distinct payment; and

a termination of employment will not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this agreement, references to a "resignation," "termination," "termination of employment" or like terms will mean "separation from service".

In Case of "Specified Employee" 

Defer Payments. If [PARTY A] deems that [PARTY B] is, at the time of a separation from service, a "specified employee" for purposes of Code section 409A(a)(2)(B)(i), and if any payments or benefits that [PARTY B] becomes entitled to under this agreement on account of such separation from service are deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code section 409A(a)(2)(B)(i) and the related adverse Taxation under Code section 409A, [PARTY A] shall not provide such payments prior to the earliest of:

the expiration of the six-month period measured from the date of separation from service;

the date of [PARTY B]'s death; or

such earlier date as permitted under Code section 409A without the imposition of adverse taxation.

Payment of Deferred Payments. On the first Business Day following the expiration of such deferment period, [PARTY A] shall pay to [PARTY B]

all payments deferred under this section [IN CASE OF "SPECIFIED EMPLOYEE"] in a lump sum,

any remaining payments due shall be paid as otherwise provided herein,

with no interest due on any amounts so deferred.

Section 409A of Code

Administered Consistent with Code. The parties hereby acknowledge their mutual intent that this agreement be administered and interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Deferred Payments

Deferred Payments to Avoid Tax Consequences. If an to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Section 409A of the Code, [PARTY A] will delay payments it is otherwise required to pay to [PARTY B] under section [SEVERANCE BENEFITS] to the earlier of (i) six months and one day after [PARTY B]'s date of termination, or (ii) [PARTY B]'s death. 

Interest on Deferment. Interest shall accrue on unpaid amounts delayed under this section at the then-current prime rate in effect at [INSERT RELEVANT BANK] or any successor bank, beginning on the date that those late amounts were due.

Date of Termination. For purposes of this section, [PARTY B]'s date of termination will be interpreted in a manner consistent with the term "separation from service" as defined in Section 409A of the Code and the Treasury Regulations under the Code.

Amendments Necessary to be Consistent with Code. If the parties determine that any compensation, benefits, or other payments owed under this agreement and intended to comply with the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and other applicable authority issued by the Internal Revenue Service, [PARTY A] and [PARTY B] shall amend this agreement, and take other actions the parties deem reasonably necessary or appropriate, to both

comply with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

maintain as nearly as possible the economic terms and expectations of this agreement.

Definitions

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"ADEA" means the Age Discrimination in Employment Act of 1967.

"Claim" is defined in section [GENERAL RELEASE OF CLAIMS].

"Effective Date" is defined in the introduction to this agreement.

"EEOC" means the Equal Employment Opportunity Commission.

"Excluded Claim" is defined in section [GENERAL RELEASE OF CLAIMS].

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Related Employer" is defined in section [GENERAL RELEASE OF CLAIMS].

"Released Claims" is defined in section [GENERAL RELEASE OF CLAIMS].

"Released Persons" is defined in section [GENERAL RELEASE OF CLAIMS].

"Representative" includes, for any Person, that Person's employees, directors, officers, shareholders, owners, partners, subcontractors, agents, professional advisors, and any other authorized representatives.

"Separation Date" is defined in section [TERMINATION OF EMPLOYMENT].

"Severance Agreement" means the severance agreement between the parties, entered into on [EFFECTIVE DATE OF SEVERANCE AGREEMENT], attached to this agreement.

Definitions

Any capitalized terms used, but not otherwise defined, in this agreement will have the same meaning as those terms have under HIPAA and the HIPAA Regulations.

"Breach" is defined in section [OBLIGATIONS AND ACTIVITIES OF PARTY B].

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the security provisions of the American Recovery and Reinvestment Act of 2009 (also known as the Health Information Technology for Economic and Clinical Health Act, the "HITECH Act").

"HIPAA Regulations" means the regulations promulgated under HIPAA and the HITECH Act by the United States Department of Health and Human Services ("HHS"), including, but not limited to, 45 CFR Parts 160, 162 and 164 as in effect or as amended from time to time.

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any governmental authority having the force of law.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Protected Health Information" or "PHI" means Individually Identifiable Health Information transmitted or maintained in any form or medium that [PARTY B]

(a) receives from [PARTY A],

(b) creates for its own purposes from Individually Identifiable Health Information that it received from [PARTY A], or

(c) created, received, transmitted, or maintained  on behalf of [PARTY A].

"Security Rule" means the requirements of the HIPAA Regulations pertaining to the standards for the security of electronic Protected Health Information.

"Unsecured" is defined in section [OBLIGATIONS AND ACTIVITIES OF PARTY B].

General Provisions

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Business Associate Agreement

This Business Associate Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

A. The parties entered into a severance agreement (the "Severance Agreement"), effective as of [DATE OF SEVERANCE AGREEMENT], under which [PARTY A] will pay [PARTY B] certain benefits under certain circumstances following his or her termination of employment.

B. [PARTY B]'s employment with [PARTY A] [terminated/will terminate] on [SEVERANCE DATE] under circumstances that entitles [PARTY B] to payments under the Severance Agreement, subject to the terms of this agreement.

C. [PARTY A]'s obligations under the Severance Agreement are contingent on [PARTY B] signing and providing this agreement within the required time.

D. Signing this release is a condition of [PARTY B] receiving payments and benefits under the Severance Agreement.

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Termination of Employment. [PARTY B] hereby acknowledges that their employment with [PARTY A] [is terminated / will be terminated] as of [TERMINATION DATE] (the "Separation Date").

General Release of Claims

In return for [PARTY A] making the payments and providing the benefits under the Severance Agreement, [PARTY B] hereby releases all Released Persons from all Claims, other than Excluded Claims, [PARTY B] ever had, now has, or may have in the future against Released Persons

relating to [PARTY B]'s employment, or the cessation of their employment, with [PARTY A] or a Related Employer, or

involving facts that occurred on or after the Effective Date.

Definitions

Claim. "Claim" means any claim, cause of action, suit, agreement, promise, damage, dispute, judgment, or other demand.

Excluded Claim. "Excluded Claim" means a Claim [PARTY A] has

failed to pay [PARTY B] a payment described in or contemplated by,

failed to pay [PARTY B] any vested benefits [PARTY B] is entitled under a plan or program of [PARTY A] or a Related Employer, or

otherwise breached the terms of the Severance Agreement.

Related Employer. "Related Employer" means any affiliate of [PARTY A] that[PARTY B] currently works for or has worked for.

Released Claims. "Released Claims" means all Claims that are not Excluded Claims.

Released Persons. "Released Persons" means, collectively, [PARTY A] and all of its past and present officers, directors, shareholders, partners, trustees, employees, agents, and representatives, and those of [PARTY A]'s affiliates.

Severance BenefitsIn consideration of executing this agreement, [PARTY A] shall pay [PARTY B] the severance payments and other benefits described in section [SEVERANCE BENEFITS] of the Severance Agreement.

Right to Revoke

Revoke by Notice. Within [seven] days after the Effective Date, [PARTY B] may revoke this agreement, including [PARTY B]'s release under section [GENERAL RELEASE OF CLAIMS], by notifying [PARTY A] of the revocation.

Effect of Revocation. [PARTY B] hereby acknowledges that the Severance Agreement, including the severance payments and benefits, will be void if [PARTY B] revokes this agreement. 

Effectiveness of Release. [PARTY B]'s release of the Released Persons under section [GENERAL RELEASE OF CLAIMS] will not become effective until the [eighth] day after the Effective Date.

Conditions on Severance. [PARTY A] will be obligate to pay [PARTY B] the severance payments and benefits under section [SEVERANCE BENEFITS] of the Severance Agreement only if [PARTY B]

signs and delivers this agreement to [PARTY A] within 60 of receiving it from [PARTY A],

complies the terms of this agreement and the Severance Agreement, and

does not revoke this agreement under section [RIGHT TO REVOKE]

No Actions Brought. Except for Excluded Claims, [PARTY B] has not brought any Claim against any Released Person

relating to [PARTY B]'s employment, or the cessation of their employment, with [PARTY A] or a Related Employer, or

involving facts that occurred on or after the Effective Date.

No Assignment of Claims[PARTY B] has not assigned any Released Claims to any Person.

EEOC and ADEA Claims

Complaints to EEOC. Nothing in this agreement

prevents [PARTY B] from filing a charge or complaint (including a challenge to the validity of this Release) with the EEOC,

prevents [PARTY B] from participating in any investigation or proceeding conducted by the EEOC, or

establishes a condition precedent or other barrier to exercising his or her rights before the EEOC.

Waiver of EEOC Recovery. While [PARTY B] has a right to participate in any EEOC investigation, [PARTY B] understands that, under this Release, he or she is waiving the right to any monetary recovery arising from any such investigation.

ADEA Claims. [PARTY B] may file a charge alleging a violation of the ADEA with any administrative agency and challenge, under the ADEA, the validity of this agreement without either

repaying [PARTY A] amounts paid under this agreement or the Severance Agreement, or

paying [PARTY A] any other amounts (including attorneys' fees or damages).

Acknowledgments

Release Final and Binding[PARTY B] hereby acknowledges that their release under this agreement is, subject to their rights under section [RIGHT TO REVOKE], final and binding.

Extinguishment of Released Claims[PARTY B] hereby acknowledges that their release under this agreement irrevocably extinguishes their rights of action for any matter connected with the Released Claims.

 Effect of Release. [PARTY B] understands that, by signing this agreement, they are giving up any right they have or may have to sue or bring any Claims other than Excluded Claims against any Released Person.

Claims Known and Unknown Released[PARTY B] hereby acknowledges that they are granting this Release regardless of whether they know all the Released Claims as of the Effective Time.

 No Admission of Liability. [PARTY A]'s payments to [PARTY B] and the signing of this Release do not constitute any acknowledgement that [PARTY B] has any valid Claims against any Released Person or that any Released Person admits any liability to [PARTY B].

Acknowledgement of Contract Terms. [PARTY B] acknowledges that they

have read this agreement,

understand its terms,

have had the opportunity to consult[ and have consulted] with independent legal counsel, and

have signed this agreement voluntarily.

Covenant Not to SueExcept as allowed under section [EEOC AND ADEA CLAIMS], [PARTY B] will not sue, or commence or maintain any action or proceeding against a Released Person in connection with a Released Claim.

Non-Disparagement

No Disparagement of [PARTY A]. Subject to paragraph [EXCEPTION FOR COMPELLED TRUTHFUL STATEMENTS], [PARTY B] will not disparage or denigrate [PARTY A] or [PARTY A]'s Representatives.

Exception for Compelled Truthful Statements. [PARTY B] may make truthful statements about [PARTY A] or its Representatives, if compelled by court Order, Legal Proceeding, or otherwise required by Law, without violating the non-disparagement requirements under this section.

Non-Disparagement

Mutual Non-Disparagement. Subject to paragraph [EXCEPTION FOR COMPELLED TRUTHFUL STATEMENTS], neither party will disparage or denigrate the other party, or the other party's Representatives.

Exception for Compelled Truthful Statements. Either party may make truthful statements about the other, if compelled by court Order, Legal Proceeding, or otherwise required by Law, without violating the non-disparagement requirements under this section.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Return of Property[PARTY B] has returned to [PARTY A] all property that belongs to [PARTY A], including all documents that belong to [PARTY A] and files stored on [PARTY B]'s computers containing information that belongs to [PARTY A]and has destroyed all copies [PARTY B] made of that property.

Code Section 409A

Notice Under Section 409A. If [PARTY B] is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), [PARTY A] shall promptly deliver written notice to [PARTY B] advising it of the application of such Code section.

Deferment of Payment. Only if and to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Code section 409A, [PARTY A] shall delay payments otherwise required to be made to [PARTY B] under this agreement, delayed to the earlier of

six months and one day after [PARTY B]'s Date of Termination, or

[PARTY B]'s death.

Date of Termination. For purposes of this section [CODE SECTION 409A], [PARTY B]'s "Date of Termination" will be interpreted in a manner that is consistent with the term "separation from service" as defined in Code section 409A and the Treasury Regulations under that section.

Interest of Deferment. Interest will accrue on unpaid amounts delayed under this section [CODE SECTION 409A] at the prime rate in effect at [BANK] or any successor bank commencing from the date that such amounts would otherwise have been due under the applicable provision.

Section 409A of Code

Interpreted According to Section 409A. The parties hereby acknowledge their mutual intent that this [agreement / plan] be interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Administered According to Section 409A. The Committee shall use reasonable efforts to ensure this plan is administered according to and to meet any applicable requirements under or exceptions from the Code, including Section 409A of the Cod, and the Treasury Regulations under the Code.

Code Section 409A

Construction of this Agreement. The parties intend that:

this agreement will at all times be administered and the terms of this agreement will be interpreted consistent with the requirements of the Code, including Section 409A of the Code;

any benefits under this agreement will satisfy, to the greatest extent possible, the exemptions from the application of Code section 409A, provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9); and 

to the extent not so exempt, this agreement (and any definitions under this agreement) will be construed in a manner that complies with Section 409A.

Specific Interpretations. For purposes of Code section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)):

[PARTY B]'s right to receive any installment payments under this agreement (whether severance payments, if any, or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this agreement will at all times be considered a separate and distinct payment; and

a termination of employment will not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this agreement, references to a "resignation," "termination," "termination of employment" or like terms will mean "separation from service".

In Case of "Specified Employee" 

Defer Payments. If [PARTY A] deems that [PARTY B] is, at the time of a separation from service, a "specified employee" for purposes of Code section 409A(a)(2)(B)(i), and if any payments or benefits that [PARTY B] becomes entitled to under this agreement on account of such separation from service are deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code section 409A(a)(2)(B)(i) and the related adverse Taxation under Code section 409A, [PARTY A] shall not provide such payments prior to the earliest of:

the expiration of the six-month period measured from the date of separation from service;

the date of [PARTY B]'s death; or

such earlier date as permitted under Code section 409A without the imposition of adverse taxation.

Payment of Deferred Payments. On the first Business Day following the expiration of such deferment period, [PARTY A] shall pay to [PARTY B]

all payments deferred under this section [IN CASE OF "SPECIFIED EMPLOYEE"] in a lump sum,

any remaining payments due shall be paid as otherwise provided herein,

with no interest due on any amounts so deferred.

Section 409A of Code

Administered Consistent with Code. The parties hereby acknowledge their mutual intent that this agreement be administered and interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Deferred Payments

Deferred Payments to Avoid Tax Consequences. If an to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Section 409A of the Code, [PARTY A] will delay payments it is otherwise required to pay to [PARTY B] under section [SEVERANCE BENEFITS] to the earlier of (i) six months and one day after [PARTY B]'s date of termination, or (ii) [PARTY B]'s death. 

Interest on Deferment. Interest shall accrue on unpaid amounts delayed under this section at the then-current prime rate in effect at [INSERT RELEVANT BANK] or any successor bank, beginning on the date that those late amounts were due.

Date of Termination. For purposes of this section, [PARTY B]'s date of termination will be interpreted in a manner consistent with the term "separation from service" as defined in Section 409A of the Code and the Treasury Regulations under the Code.

Amendments Necessary to be Consistent with Code. If the parties determine that any compensation, benefits, or other payments owed under this agreement and intended to comply with the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and other applicable authority issued by the Internal Revenue Service, [PARTY A] and [PARTY B] shall amend this agreement, and take other actions the parties deem reasonably necessary or appropriate, to both

comply with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

maintain as nearly as possible the economic terms and expectations of this agreement.

Definitions

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"ADEA" means the Age Discrimination in Employment Act of 1967.

"Claim" is defined in section [GENERAL RELEASE OF CLAIMS].

"Effective Date" is defined in the introduction to this agreement.

"EEOC" means the Equal Employment Opportunity Commission.

"Excluded Claim" is defined in section [GENERAL RELEASE OF CLAIMS].

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Related Employer" is defined in section [GENERAL RELEASE OF CLAIMS].

"Released Claims" is defined in section [GENERAL RELEASE OF CLAIMS].

"Released Persons" is defined in section [GENERAL RELEASE OF CLAIMS].

"Representative" includes, for any Person, that Person's employees, directors, officers, shareholders, owners, partners, subcontractors, agents, professional advisors, and any other authorized representatives.

"Separation Date" is defined in section [TERMINATION OF EMPLOYMENT].

"Severance Agreement" means the severance agreement between the parties, entered into on [EFFECTIVE DATE OF SEVERANCE AGREEMENT], attached to this agreement.

Definitions

Any capitalized terms used, but not otherwise defined, in this agreement will have the same meaning as those terms have under HIPAA and the HIPAA Regulations.

"Breach" is defined in section [OBLIGATIONS AND ACTIVITIES OF PARTY B].

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the security provisions of the American Recovery and Reinvestment Act of 2009 (also known as the Health Information Technology for Economic and Clinical Health Act, the "HITECH Act").

"HIPAA Regulations" means the regulations promulgated under HIPAA and the HITECH Act by the United States Department of Health and Human Services ("HHS"), including, but not limited to, 45 CFR Parts 160, 162 and 164 as in effect or as amended from time to time.

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any governmental authority having the force of law.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Protected Health Information" or "PHI" means Individually Identifiable Health Information transmitted or maintained in any form or medium that [PARTY B]

(a) receives from [PARTY A],

(b) creates for its own purposes from Individually Identifiable Health Information that it received from [PARTY A], or

(c) created, received, transmitted, or maintained  on behalf of [PARTY A].

"Security Rule" means the requirements of the HIPAA Regulations pertaining to the standards for the security of electronic Protected Health Information.

"Unsecured" is defined in section [OBLIGATIONS AND ACTIVITIES OF PARTY B].

General Provisions

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]