MAKE YOUR FREE Settlement Agreement

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT is made on the date of the last signature below

BETWEEN

1.   of ,     
    (the Employee).

IT IS AGREED as follows:

Definitions and Interpretation

1. In this Agreement, the following definitions will apply:

   Agreement	this settlement agreement and any amendments made in writing from time to time;
   Associated Employer	has the meaning given by the Employment Rights Act 1996;
   Employment Claim	any claim listed in Schedule 1 to this Agreement;
   Excluded Claim	any claim for personal injury the Employee is not and could not reasonably be expected to be aware of (save insofar as such claim forms part of an Employment Claim or is under discrimination legislation) or accrued pension rights which arises from facts or matters of which the Employee is unaware at the date of this Agreement;
   Legal Adviser	the Relevant Independent Adviser who advised the Employee on the terms and effect of this Agreement as specified in the clause below (Warranties) and is named in Schedule 2 to this Agreement;
   Relevant Claims	the claims of    and all claims that have been asserted or intimidated or are believed by the Employer or Employee to exist
   Relevant Independent Adviser	A person satisfying the requirements of a relevant independent adviser as set out in section 203 Employment Rights Act 1996 and any equivalent provisions of any legislation referred to in Schedule 1 of this Agreement;
   Termination Date	;

2. In this Agreement, unless the context requires a different interpretation:
   1. words denoting any gender include all genders;
   2. the singular includes the plural and vice versa;
   3. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
   4. a reference to a person includes firms, companies, government entities, trusts and partnerships;
   5. "including" is understood to mean "including without limitation";
   6. reference to any statutory provision includes any modification or amendment of it; and
   7. the headings and sub-headings are for convenience only and shall not affect its construction.

Termination Date

1. The Employee's employment with the Employer and any Associated Employer terminated on the Termination Date. Any contract of employment with the Employer or any Associated Employer) (the Contract) will have no further effect after the Termination Date except as set out in this Agreement.
2. With effect from the Termination Date, the Employee must:
   1. not hold themselves out or conduct themselves as an employee of the Employer or any Associated Employer;
   2. resign in writing (in a form acceptable to the Employer) from all directorships, trusteeships or positions that they may hold in the Employer or any Associated Employer, if any.

Salary and Benefits

1. Except as otherwise stated in this Agreement, all salary payment and benefits will cease with effect from the Termination Date. 
      
    If the Employee's P45 form has not already been provided then it will be made up to the Termination Date and issued to the Employee as soon as practicable.

Payments

1. If the Employee complies in full with the terms of this Agreement then the Employer will pay to the Employee:
   1. a payment of £ in compensation for loss of employment, which includes any statutory redundancy payment to which they may be entitled (the Compensation Payment).
2. On or before , the Employee must sign and return to the Employer (addressed to the person that the Employer has specified) a copy of this Agreement as well as the Certificate at Schedule 2 signed by the Employee's legal adviser (together the Signed Copies). Unless otherwise stated, the payments specified in this Agreement will be paid no later than  days after the day when the Employer receives the Signed Copies or the Termination Date (whichever is later).
3. The Employer and Employee agree that up to £30,000 of the Compensation Payment may be paid free of tax (but the Employer gives no guarantee or warranty to that effect) in accordance with section 403, Income Tax (Earnings and Pensions) Act 2003. Any excess of the Compensation Payment over £30,000 will be paid less deduction of income tax.

Taxation

1. The Employer gives no warranty as to whether any income tax or employee national insurance contributions are payable in respect of any payments or benefits provided for in this Agreement. The Employee is solely responsible for paying any tax, employee national insurance or other equivalent social security contributions arising in connection with this Agreement, unless stated otherwise in this Agreement.
2. The Employee must indemnify the Employer and each Associated Employer in respect of any claims or demands that may be made by HMRC or any other relevant taxation authority in respect of income tax or National Insurance Contributions relating to this Agreement or the payments and benefits provided for in it, together with any interest, penalties, costs and expenses unless any such claim or demand derives from the Employer's failure to remit taxes which it has withheld. The Employer will notify the Employee of any circumstances that come to its attention which are likely to give rise to a claim under this indemnity.

Expenses

1. The Employee should submit all outstanding expense claims within 14 days of the date of this Agreement. Expenses reasonably incurred by the Employee in the proper performance of their duties up to the Termination Date will be reimbursed by the Employer to the extent consistent with its normal policies. Receipts or other documentation must be provided to the Employer's satisfaction.

Sums Owed

1. Notwithstanding any other term of this Agreement, if the Employee owes any outstanding loan or advance of salary made or any other sum to the Employer or any Associated Employer, that sum will be deducted from the Employee's final salary payment or any other payment due to the Employee under this Agreement or otherwise from the Employer or any Associated Employer.
2. The Employee confirms and agrees that:
   1. except as specified in this Agreement there are no payments or benefits due to them from the Employer or any Associated Employer including any payments under any bonus, incentive, commission, share option, award or benefit scheme or otherwise relating to their employment or its termination; and
   2. no arrangement or agreement exists under which such a payment, award or benefit could become due.
3. The Employee expressly waives any claim or right that they have or may have in respect of the above.

Employer Property and Information

1. It is a condition of this Agreement that the Employee must on or before :
   1. return to the Employer all property belonging to the Employer or any Associated Employer but under the Employee's possession or control, of whatsoever nature, including all documents and copies made or acquired during their employment with the Employer or relating to its or any Associated Company's business or contacts (whether or not containing confidential information and whether stored in hard copy or electronic form or otherwise and wherever they are located). Together with all other property, including any company vehicle (together with keys and documents for the vehicle), other keys, company payment, top up or loyalty cards, swipe cards, laptops and mobile phones together with any passwords or pin codes; and
   2. delete all confidential information belonging or relating to the Employer or any Associated Employer from any devices owned or controlled by them once they have passed this in full to the Employer, as directed.

Confidentiality and Restrictions

1. The Employee agrees that as a result of being employed by the Employer they have had access to confidential information and shall not (unless required by law or making a protected disclosure, or authorised by the prior written consent of the Employer) before or at any time after the Termination Date:
   1. use or make any copies or disclose any confidential information to any person, company or organisation. If the Employee is unsure if information is confidential, they should check with their manager before disclosing it;
   2. directly or indirectly, disclose or cause to be disclosed, the terms of this Agreement to anyone (other than to professional advisers, their spouse or partner who has undertaken to keep the matter confidential, to insurers for the purposes of processing a claim and to HMRC). The Employer will also keep the Agreement and its terms confidential, but can disclose them to the Employer's officers, employees or professional advisers, if they agree to keep the information confidential; or
   3. publish or cause to be made or published any false, misleading, derogatory or disparaging comments about the Employer or about any Associated Employer or any of the officers and employees of the Employer or of any Associated Employer, and shall not do anything which will or may bring the Employer, any Associated Employer or any of their officers and employees into disrepute. The Employer shall make reasonable endeavours to prevent any such comments being made about the Employee.
2. Any terms of the Contract which are stated or intended to apply following termination of employment will continue to apply after the Termination Date. 
3. This Agreement will not restrict any disclosure required by a court of competent jurisdiction or a relevant regulatory authority or any "Protected Disclosure" under the Public Interest Disclosure Act 1998.

Waiver and Settlement

1. The Employer is entering into this Agreement without any admission of liability for itself and as an agent for all and any Associated Companies and is duly authorised to do so.
2. The Employee accepts the terms of this Agreement in full and final settlement of all and any claims or rights of action however arising that the Employee has or may have in the future arising directly or indirectly in connection with the Relevant Claims, and the Employment Claims, whether arising under common law, statute, contract, tort or otherwise, whether in the United Kingdom or elsewhere in the world and whether contemplated or not, that they have or may have against the Employer or any Associated Employer, and any of its or their predecessors, successors or assigns, employees, officers, shareholders or agents or the trustees or administrators of any pension scheme in which the Employer participates. Whether arising directly or indirectly out of their employment by the Employer or any Associated Employer or the termination of such employment, but excluding the Excluded Claims and they hereby irrevocably waive any such claims or rights of action and will refrain from instituting or continuing and will forthwith withdraw any legal proceedings or complaint before or to an employment tribunal or court save in respect of any Excluded Claim.
3. The Employer and the Employee both acknowledge that there are or may be claims and rights which are not contemplated by the parties or either of them based on the law as it is known by the parties at the date of this Agreement, but which are claims or rights for which the conduct or discussion or similar that forms the basis of the claims or rights has arisen. The Employer and Employee both acknowledge that the waiver above waives and releases any and all such claims and rights.
4. The Employee confirms that they have not will not commence or participate in any legal or arbitration proceedings of any nature against the Employer, any Associated Employer or their employees, officers, shareholders or agents in any jurisdiction in relation to their employment with the Employer or any Associated Employer or the termination of their employment save in respect of any Excluded Claim or any claim they could not have reasonably been expected to be aware of at the date of this Agreement, nor will they accept the benefit of any lawsuits or claims of any kind brought on their behalf against the Employer or any Associated Employer.
5. The parties agree and acknowledge that the conditions relating to settlement agreements or compromise agreements under the legislation referenced in Schedule 1 (including section 147(3) of the Equality Act 2010, section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 and section 58 of the Pensions Act 2008) have been satisfied.
6. The waiver above has effect whether the Employee is or could be aware of claims or have claims in their express contemplation at the date of this Agreement. This includes claims which the Employee becomes aware of after the date of this Agreement in whole or in part as a result of new legislation or new common law and equity case law. This does not include claims that the Employee is unaware of because the conduct, discussion, or similar that gives rise to the claims has not yet occurred.
7. The waiver at clause 28 shall not apply to the following:
   1. any claims by the Employee to enforce this Agreement; and
   2. claims in respect of the Excluded Claims.

Warranties

1. The Employee warrants and confirms that:
   1. before signing this Agreement they received independent legal advice from a Relevant Independent Adviser as to the terms and effect of this Agreement and in particular on its effect on their ability to pursue any complaint before an employment tribunal or court;
   2. The Legal Adviser has confirmed to the Employee that they are a solicitor holding a current practising certificate and that there is an insurance policy covering the risk of a claim by the Employee if any loss should arise as a result of their advice.
   3. any complaint or claim the Employee has or may have against the Employer or any Associated Employer including any Employment Claim has been asserted to the Employer by them or by the Legal Adviser on their behalf prior to the date of this Agreement and the Employee has advised the Legal Adviser of all facts which may be relevant to any complaint. This Agreement and the waiver and release above expressly relate to each of those complaints and the Employee is not aware of any other facts that could give rise to any other complaints against the Employer, an Associated Employer, or their employees, officers or agents;
   4. he will procure that the Legal Adviser signs the Certificate addressed to the Employer at Schedule 2;
   5. all conditions regulating settlement agreements or compromise agreements contained in any legislation relevant to the Employment Claims have been satisfied;
   6. at the date of this Agreement the Employee has not committed a breach of fiduciary duty or a fundamental breach of any express or implied term of the Contract (by way of an act or omission) or which had the Employer been aware of it, would have entitled the Employer to dismiss them summarily without notice or payment in lieu thereof. Any payment due to the Employee under this Agreement will be reduced to the full extent allowed by the law if such breach is discovered by the Employer.
   7. the Employee will make themselves available and co-operate with the Employer or any Associated Employer or their advisers in any internal investigation or external investigatory, judicial or other proceedings. The Employee understands that this could involve responding to or defending regulatory or legal process, providing information, preparing witness statements and giving evidence on behalf of the Employer. The Employer will reimburse the Employee for any reasonable expenses incurred in respect of this clause, provided they are agreed with the Employer in advance.
   8. if they breach any material term of this Agreement or pursue a claim against the Employer, any Associated Company or their employees, officers or agents in breach of this Agreement, the Employee agrees to pay any costs the entity the action or claim is against has incurred, including all reasonable legal and professional fees.
2. the Employer (for itself and on behalf of its Associated Companies, if any) is entering into this Agreement in reliance upon all of the warranties provided by them in this Agreement.

Entire Agreement

1. This Agreement (including its Schedules) contains the whole agreement between the parties (and any Associated Employer) relating to its subject matter and supersedes all prior discussions, warranties, arrangements, promises, representations, understandings or agreements that might have taken place in relation to the Agreement. The parties to this Agreement do not rely on any representation or warranty (whether it has been made innocently or negligently) that is not contained in this Agreement and shall not have a claim for innocent or negligent misrepresentation based on any statement in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

General

1. No party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other party or parties, such consent not to be unreasonably withheld.
2. No variation to this Agreement shall be valid or binding unless it is recorded in writing and signed by or on behalf of the parties.
3. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no third party shall have any right to enforce or rely on any provision of this Agreement except that any Associated Employer may enforce and take the benefit of those paragraphs of this Agreement in which reference is expressly made to such Associated Employer subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.
4. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
5. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

1. Other than dealings in the normal course of business, any notice, request, demand or other communication (collectively Notices) to be given under this Agreement will be deemed to be duly given by either party if:
   1. sent by first class post addressed to the other party at (in the case of a Notice to the Employer) its registered office or place of business for the time being or (in the case of a Notice to the Employee) the address that the Employee has last notified to the Employer; or
   2. given personally to (in the case of a Notice to the Employer) a director, partner, chief executive or equivalent of the Employer or (in the case of a Notice to the Employee) to the Employee; or
   3. sent by electronic mail to the business email address of the chief executive or equivalent in the case of the Employer and the Employee's email address as notified in writing to the Employer from time to time.

1. Any such Notice will be deemed to have been given:
   1. if sent by first class post, 48 hours (or, if sent to or from a place outside the United Kingdom, seven days) after the time of posting and, in proving service, it will be sufficient to prove that the envelope containing such Notice was properly addressed, stamped and put in the post;
   2. if sent by email, 24 hours after sending.
2. This agreement shall be deemed to be without prejudice and subject to contract until it is signed by both parties and dated and the certificate in Schedule 2 is signed by the Legal Adviser, when it will become an open document evidencing a binding agreement.
3. The Employee undertakes, at the Employer's expense, to do and execute, or arrange for the doing and executing of, each necessary act, document and thing to give full effect to the terms of this Agreement.
4. This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts in England and Wales in relation to any particular claim or any matter connected with this Agreement.
5. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original and together shall be one agreement.

SCHEDULE 1 - Employment Claims

1. Any claim:
   1. for breach of contract or wrongful dismissal.

SCHEDULE 2 - Solicitor's Certificate