Definitions. 

Payment From FORMER EMPLOYER To FORMER EMPLOYEE. FORMER EMPLOYER agrees to pay to FORMER EMPLOYEE for all damages allegedly sustained by FORMER EMPLOYEE the total sum of AMOUNT, in full satisfaction of all claims against FORMER EMPLOYER, asserted or unasserted. While FORMER EMPLOYER disputes its liability for FORMER EMPLOYEE's alleged injuries, FORMER EMPLOYER's payment to FORMER EMPLOYEE is in settlement of all claims for tortious or tortious-type injuries that FORMER EMPLOYEE has asserted, such as for emotional distress and other personal injuries. FORMER EMPLOYER also disputes whether FORMER EMPLOYEE is entitled to payment for back pay from FORMER EMPLOYER and whether FORMER EMPLOYER lawfully terminated FORMER EMPLOYEE for cause, and FORMER EMPLOYEE agrees to withdraw his claim for back pay and no part of this settlement agreement is attributed to FORMER EMPLOYEE's claim for back pay. It is expressly understood that FORMER EMPLOYEE waives and relinquishes any claim, right or entitlement to any other legal or equitable relief, reinstatement, back pay and all other statutory claims, all common law claims, the costs of this action, and for attorneys' fees and disbursements. Said sum shall be paid by a check made payable to "FORMER EMPLOYEE" in the amount of AMOUNT, upon the execution of this Agreement. The payment is to be delivered to FORMER EMPLOYEE's counsel upon FORMER EMPLOYEE's delivery to FORMER EMPLOYER's counsel of an executed and notarized copy of this Agreement. The consideration to be paid to FORMER EMPLOYEE pursuant to this Agreement will be paid in the gross amount without any withholding or deductions, and FORMER EMPLOYEE shall be solely responsible for any taxes to be paid on this amount. FORMER EMPLOYEE agrees to indemnify FORMER EMPLOYER for any state, federal, or other tax assessments, claims, fees, fines, interest, or penalties that it may incur or that may be assessed or imposed upon FORMER EMPLOYER by the Internal Revenue Service or the Massachusetts Department of Revenue as the result of not making tax withholdings, payments or deductions on or from the payment made to FORMER EMPLOYEE hereunder. 

Termination of Actions. FORMER EMPLOYEE agrees to dismiss immediately and with prejudice all complaints, charges and claims for relief against FORMER EMPLOYER with any local, state or federal court or administrative agency, including but not limited to a lawsuit filed by FORMER EMPLOYEE in COURT or AGENCY captioned FORMER EMPLOYEE v. FORMER EMPLOYER, Civil Action No.XXXXX. FORMER EMPLOYEE further agrees not to file any other complaints, charges or claims for relief against FORMER EMPLOYER with any local, state or federal court or administrative agency. 

General Release From FORMER EMPLOYEE To FORMER EMPLOYER. Except with respect to any rights, obligations, duties or claims arising out of this Settlement Agreement or FORMER EMPLOYEE's status as a customer of FORMER EMPLOYER, all of which are expressly excluded from this General Release, FORMER EMPLOYEE hereby fully, forever, irrevocably and unconditionally releases, remises and discharges FORMER EMPLOYER of and from any and all manner of claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, dues, sums of money, costs, losses, accounts, reckonings, covenants, contracts, controversies, agreements, promises, leases, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs) of every kind, nature and description whatsoever, whether known or unknown, asserted or unassorted, in law, equity, or mixed, that FORMER EMPLOYEE ever had, now has, or hereafter can, shall or may have against FORMER EMPLOYER by reason of, on account of, or arising out of any matter, cause or thing whatsoever that has happened, developed, or occurred from the beginning of the world to this date, including but not in limitation of the foregoing general terms, (i) those arising under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage-hour, or pension law, statute, order, rule, regulation, or public policy, including but not limited to the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act of 1935, as amended, the Fair Labor Standards Act of 1938, as amended, the Occupational Safety and Health Act of 1970, as amended, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Equal Pay Act of 1963, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act of 1993, Chapters 149 through 154 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, and the Massachusetts Equal Rights Law, (ii) those arising under common law, including but not limited to claims or suits for breach of an oral or written contract, wrongful discharge, misrepresentation, defamation, interference with contractual relations or prospective economic advantage, intentional or negligent infliction of emotional distress, negligence, and breach of the implied covenant of good faith and fair dealing, and (iii) any other action or grievance against FORMER EMPLOYER from the beginning of the world to the date of this General Release. It is expressly agreed and understood that this release is a General Release. In addition, and not in limitation of the foregoing, FORMER EMPLOYEE agrees not to institute any charge, complaint or lawsuit to challenge the validity of this General Release or the circumstances surrounding its execution. 

Covenant Not To Sue From FORMER EMPLOYEE To FORMER EMPLOYER. Except with respect to any rights, obligations, duties or claims arising out of this Settlement Agreement or FORMER EMPLOYEE's status as a customer of FORMER EMPLOYER, all of which are expressly excluded from this Covenant Not To Sue, FORMER EMPLOYEE further agrees and covenants not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on his behalf (i) any lawsuit, charge, claim, complaint, grievance or proceeding with any administrative agency, court, or other forum against FORMER EMPLOYER under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage-hour, or pension law, statute, order, rule, regulation, or public policy, including the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act of 1935, as amended, the Fair Labor Standards Act of 1938, as amended, the Occupational Safety and Health Act of 1970, as amended, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Equal Pay Act of 1963, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act of 1993, Chapters 149 through 154 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, and the Massachusetts Equal Rights Law, (ii) any lawsuit, charge, claim, complaint, grievance or proceeding with any administrative agency, court, or other forum against FORMER EMPLOYER under common law, including but not limited to claims or suits for breach of an oral or written contract, wrongful discharge, misrepresentation, defamation, interference with contractual relations or prospective economic advantage, intentional or negligent infliction of emotional distress, negligence, and breach of the implied covenant of good faith and fair dealing, and (iii) any other lawsuit, charge, claim, complaint, grievance or proceeding with any administrative agency, court, or other forum against FORMER EMPLOYER based upon any conduct up to and including the date of this Agreement, and shall not seek or accept any award or settlement therefrom. In the event that FORMER EMPLOYEE institutes any such action, his claims shall be dismissed immediately upon presentation of this Agreement and he shall reimburse FORMER EMPLOYER for all legal fees and expenses incurred in defending such claim and obtaining the dismissal thereof. FORMER EMPLOYEE further agrees not to institute any charge, complaint or lawsuit to challenge the validity of this Covenant Not To Sue or the circumstances surrounding its execution. 

Reemployment or Reinstatement. FORMER EMPLOYEE does not seek employment with FORMER EMPLOYER and hereby forever releases and discharges FORMER EMPLOYER from any and all liability to reinstate or reemploy him in any capacity and any and all claims of a right to reinstatement. 

Nondisclosure. The Parties acknowledge that this Agreement is entered into for settlement purposes only. The nature and terms of this Agreement, any subsidiary undertakings required by this Agreement, and particularly the consideration paid hereunder, shall be treated by FORMER EMPLOYEE as strictly confidential. As a material inducement to FORMER EMPLOYER to enter into this Agreement and for FORMER EMPLOYER to pay the consideration, FORMER EMPLOYEE agrees and warrants that he shall make no disclosure of the nature or terms of this Agreement, or of the consideration paid hereunder, directly or indirectly, to any person. The foregoing warranties and representations are of the essence of this Agreement. FORMER EMPLOYEE acknowledges and agrees that FORMER EMPLOYER would suffer immediate and irreparable injury upon the breach of the confidentiality requirements of this Agreement. Accordingly, FORMER EMPLOYEE agrees to give FORMER EMPLOYER prior notice before making any disclosures pursuant to this Agreement. FORMER EMPLOYEE further acknowledges and agrees that FORMER EMPLOYER is entitled to seek injunctive relief in the event of a threatened breach or breach of the confidentiality requirements of this Agreement. 

Breach. The Parties agree that in the event one party breaches any part or parts of this Agreement, legal proceedings may be instituted against that party for breach of contract. In the event that a party institutes legal proceedings for breach of this Agreement, it is agreed that the sole remedy available to said party shall be enforcement of the terms of this Agreement and/or a claim for damages resulting from a breach of this Agreement, but that under no circumstances shall the party be entitled to revive, reassert or assert any claims that the party has released or abandoned under this Agreement in accordance with the provisions of sections 4, 5 and 6. 

Nature of Agreement. It is understood and agreed by FORMER EMPLOYEE and FORMER EMPLOYER that this Agreement is a settlement of disputed claims; that this settlement does not constitute an admission of liability or wrongdoing on the part of FORMER EMPLOYER; and that by entering into this settlement FORMER EMPLOYER does not admit that there has been any unlawful or wrongful act committed against FORMER EMPLOYEE which makes it liable in any manner, but that this settlement is only a compromise. It is further agreed that neither this Agreement nor any part of it is to be construed, used or admitted into evidence in any proceeding, judicial, administrative or otherwise, now pending or subsequently instituted, except one brought for the purpose of enforcing any rights, obligations, or duties arising out of this Agreement. In the event this Agreement is not finally consummated, it and any preceding settlement discussions shall be without prejudice to any party, and shall not be used in any subsequent proceedings, judicial, administrative or otherwise. 

Scope Of Agreement. FORMER EMPLOYEE agrees that this Agreement is intended to cover all causes of action, rights or claims that he had in the past, now has, or could now have against FORMER EMPLOYER in any way related to, connected with, or arising out of FORMER EMPLOYEE's employment by FORMER EMPLOYER or his performance of services for FORMER EMPLOYER, and by this Agreement, the General Release and the Covenant Not To Sue contained herein hereby releases and forever discharges FORMER EMPLOYER from any and all such causes of action, rights or claims. Excepted from the foregoing is any claim that may arise out of the breach of this Agreement. 

Entire Agreement. This Agreement contains and constitutes the entire understanding and agreement between FORMER EMPLOYEE and FORMER EMPLOYER and supersedes and cancels all prior negotiations, agreements, commitments, communications, and understandings, written or oral. No other promises or agreements shall be binding or shall modify this Agreement unless executed in accordance with section 12 of this Agreement. 

Amendment and Assignment. This Agreement may not be assigned, released, discharged, abandoned, supplemented, amended, changed, or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date, signed by a duly-authorized officer or representative of each of the parties hereto. 

Validity. Should any provision of this Agreement be declared or determined finally by any court to be illegal or invalid, FORMER EMPLOYER shall be entitled to the return of the full amount of the consideration paid to FORMER EMPLOYEE as set forth in section 2 of this Agreement. 

Construction. This Agreement shall be governed by and construed in accordance with the laws of the STATE wherein it has been executed by the parties hereto. Captions herein are inserted for convenience, do not constitute a part of this Agreement, and shall not be admissible for the purposes of proving the intent of the parties. The fact that the wording of this Agreement has been provided by one party or the other shall not be taken into consideration n the construction or interpretation of this Agreement. 

Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and all of their respective heirs and successors. 

Execution. This Agreement may be executed in two or more duplicate counterparts, each of which shall be treated as an original, but all of which together shall constitute one and the same instrument, and in pleading or proving any provision of this Agreement it shall not be necessary to produce more than one such counterpart.

Waiver. No waiver of any provision of this Agreement, or the breach thereof, shall be deemed a waiver of any other provision or breach. 

Notice. Any notice required under this Agreement shall be in writing and shall be delivered by certified mail, return receipt requested, overnight delivery or telecopy, and shall be deemed given upon receipt by: 

REPRESENTATIONS. FORMER EMPLOYEE REPRESENTS AND ACKNOWLEDGES THAT: 

HE HAS BEEN GIVEN A REASONABLE TIME TO CONSIDER THE TERMS OF THIS AGREEMENT AND WHETHER OR NOT IT IS IN HIS BEST INTERESTS TO ENTER INTO THIS AGREEMENT.