[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-employee-matters-agreement-D13010":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"EMPLOYEE MATTERS AGREEMENT This Employee Matters Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"COMPANY\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"SPINCO\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, the Company has determined that it would be appropriate, desirable and in the interest of the Company and its shareholders to separate the Transferred Businesses from the Company, pursuant to and in accordance with the previously signed Separation Agreement (the \"Separation Agreement\"), dated [DATE OF THE AGREEMENT], and previously signed Distribution Agreement, dated [DATE OF THE AGREEMENT], between the Company and the SpinCo and the Company; WHEREAS, certain individuals who work in or are assigned to the Transferred Businesses and are directly employed by the Company or its Affiliates will receive offers of employment from, or will otherwise become employees of the SpinCo or their Affiliates, pursuant to this Agreement, or by the operation of applicable local laws; WHEREAS, the Parties hereto wish to set forth their agreements as to certain matters regarding the treatment of, compensation and employee benefits provided to, those Former Employees of the Company or its Affiliates who become the Employees of the SpinCo or their Affiliates as described above, pursuant to the terms of this Agreement or by the operation of applicable local laws. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS The following terms shall have the following meanings: \"SpinCo\" refers to a type of corporate action where a company \"splits off\" a section as a separate business or creates a second incarnation, even if the first is still active. The Employee Matters Agreement is between the parent and a spin-off or carve-out subsidiary company regarding the assignment of employees and the allocation of responsibilities and liabilities between parent and subsidiary relating to such employees. \"Affiliate\" (including, with a correlative meaning, \"affiliated\") means, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. \"Agreement\" means this Employee Matters Agreement and all amendments made hereto from time to time. \"Benefit Plan\" means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any \"employee benefit plan.\" \"Governmental Authority\" means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. \"Law\" means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. \"Parties\" has the meaning ascribed thereto in the preamble to this Agreement. \"Separation Agreement\" shall mean the Separation Agreement, dated [DATE OF THE AGREEMENT], which is executed by the Parties. \"Welfare Plan\" means a plan that provides for health, welfare, or other insurance benefits. ASSUMPTION OF LIABILITIES Except as mutually agreed in writing by the Parties from time to time, and except as expressly provided herein, effective as of the Separation Date, the SpinCo assumes and agrees to pay, perform, fulfill and discharge all of the following: all Liabilities relating to the SpinCo Transferred Employees arising out of their employment with the SpinCo and based on facts occurring on or after the Separation Date; and all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment relationship of any individual with the SpinCo after the Separation Date, which are based on facts occurring on or after the Separation Date. Except as specified otherwise in this Agreement or as otherwise mutually agreed upon by the Parties from time to time, the Company shall transfer to the SpinCo amounts equal to trust assets, insurance reserves, and other related assets, as consistent with any applicable plan transition. BENEFIT PLANS Except as otherwise explicitly provided in this Agreement or as may otherwise be provided in accordance with the Separation Agreement, as of the Local Transfer Date or such other date agreed by the Parties, each SpinCo Employee (and each of his or her respective dependents and beneficiaries) in the applicable jurisdiction shall cease active participation in, and each applicable member of the SpinCo shall cease to be a participating employer in, all Company Benefit Plans, and, as of no later than such time, the SpinCo shall have in effect such corresponding SpinCo Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement. Effective upon the Local Transfer Date or such other date agreed by the Parties, except as otherwise explicitly provided in this Agreement or a Local Agreement, (a) the SpinCo shall retain, pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities arising out of or relating to all SpinCo Benefit Plans, taking into account a corresponding assumption of Liabilities by the SpinCo Benefit Plans with respect to SpinCo Employees and Former SpinCo Employees that were originally the Liabilities of the corresponding Company Benefit Plans with respect to periods prior to the Local Transfer Date, and (b) the Company shall retain, pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities arising out of or relating to all Company Benefit Plans, taking into account the SpinCo Benefit Plan's assumption of Liabilities with respect to SpinCo Employees and Former SpinCo Employees that were originally the Liabilities of the corresponding Company Benefit Plans with respect to periods prior to the Local Transfer Date. All assets held in trust to fund the Company Benefit Plans and all insurance policies funding the Company Benefit Plans shall be Company Assets, except to the extent explicitly provided otherwise in this Agreement or a Local Agreement. 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The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[95,98,101],{"label":96,"url":97},"Human Resources","human-resources",{"label":99,"url":100},"Hire an Employee","hire-employee",{"label":18,"url":102},"business-legal-agreements","employment agreement executive","/template/employment-agreement-executive-D543",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":118,"url":119},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[115],{"label":116,"url":117},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":9,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":128,"url":132},"NON-SOLICITATION AGREEMENT This Non-Solicitation Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [EMPLOYEE NAME] (the \"Employee\"), an individual with their main address located at: [COMPLETE ADDRESS] WHEREAS, the Employee has or will have access to confidential and proprietary information, customer relationships, and trade secrets as a result of their employment with the Company; WHEREAS, the Company seeks to protect its legitimate business interests, including its customer relationships and confidential information, from unauthorized use or disclosure by the Employee; NOW, THEREFORE, it is agreed as follows: NON-SOLICITATION OF CUSTOMERS 1.1 During the term of the Employee's employment with the Company and for a period of [NUMBER OFYEARS/MONTHS] following the termination of employment, the Employee agrees not to, directly or indirectly, solicit or attempt to solicit any customer or client of the Company for the purpose of providing products or services that are competitive with those offered by the Company. NON-SOLICITATION OF EMPLOYEES 2.1 During the term of the Employee's employment with the Company and for a period of [NUMBER OF [YEARS/MONTHS] following the termination of employment, the Employee agrees not to, directly or indirectly, solicit or attempt to solicit any employee of the Company for the purpose of hiring or engaging them in employment with any other entity or for any other purpose that is competitive with the interests of the Company. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 3","Non Solicitation Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/non-solicitation-agreement-D13849.png","https://templates.business-in-a-box.com/imgs/250px/13849.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13849.xml",{"title":128,"description":6},"non solicitation agreement",[130,131],{"label":96,"url":97},{"label":99,"url":100},"/template/non-solicitation-agreement-D13849",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":9,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":145},"SEPARATION AGREEMENT This Separation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [PARTNER A FULL NAME], (\"Partner A\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] AND: [PARTNER B FULL NAME], (\"Partner B\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Partner A and Partner B shall be referred to as the \"Parties.\" WHEREAS, the Parties are partners in a partnership for the purpose of [SPECIFY THE PURPOSE OF BUSINESS] and entered into a written agreement dated [DATE]. WHEREAS, Partner A (the \"SEPARATING PARTNER\") desires and has agreed upon a separation from the partnership and is entering into this Separation Agreement with Partner B in order to effectuate the same. WHEREAS, Partner B shall manage the affairs of the Business solely after the effective date of this Agreement. NOW, THEREFORE, the Parties hereby agree as follows: SEPARATION Partner A shall separate himself from the partnership, effective on [DATE] and thereafter promptly halt involvement in the affairs of the Business, and incur no further obligations on behalf of the Business after the effective date of this Agreement. Partner B shall manage the affairs of the Business solely after the effective date of this Agreement. The Parties shall mutually determine the extent and whereabouts of all partnership assets, inventory, liabilities, debts and tax obligations. Accounting. A statement of account shall be prepared which will include a list of all the inventories, assets, liabilities and debts, and such statement of account shall be treated as a matter of record and the Parties may access the said statement when necessary or desired. On completion of the accounting, the Separating Partner shall pay his share of liabilities, debts, taxes and other pending expenditures, if any. After the obligation of the Separating Partner to pay the liabilities is fulfilled, the remaining amount shall be distributed in the proportion of the contribution of the Separating Partner towards the capital of the Business. In such division, any amounts paid earlier or due to the Separating Partner according to the books of the partnership shall be taken into account. RELEASE AND INDEMNIFICATION Partner B releases Partner A from any and all known claims, actions and demands arising as a result of the Business. This release does not prevent a Party from bringing suit under this Separation Agreement, should this Agreement not be fulfilled according to the rules set forth. The Parties agree to indemnify the other Party from claims, damages, or obligations of any kind with regard to their duties in distribution of assets and liabilities, unless the claims or losses come as a result of a Party's breach of contract, unethical behavior, and/or grossly negligent actions. CONFIDENTIALITY The Separating Partner agrees to hold the provisions of this Agreement in strictest confidence and agrees not to publicize or disclose any confidential or proprietary information of the other Party or the Business, its subsidiaries or affiliated entities and not to solicit the Business's employees, and, to the extent permitted by applicable law, not to solicit the Business's customers. NON-DISPARAGEMENT ","Separation Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/separation-agreement-D13184.png","https://templates.business-in-a-box.com/imgs/250px/13184.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13184.xml",{"title":141,"description":6},"separation agreement",[143,144],{"label":18,"url":102},{"label":18,"url":102},"/template/separation-agreement-D13184",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":160,"url":161},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[156,157],{"label":18,"url":102},{"label":158,"url":159},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":9,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":176},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":170,"description":6},"non disclosure agreement nda",[172,173],{"label":18,"url":102},{"label":174,"url":175},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":179,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":289,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":514,"classification":515},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Employee Matters Agreement Template (Free Word)","Free Employee Matters Agreement template for M&A and spin-off transactions. Covers employee transfers, benefits, severance, and liability allocation. Free Word and PDF download.","employee matters agreement template",[15,184,185,186,187,188,189,190],"employee matters agreement m&a","employee matters agreement spin-off","employee transfer agreement template","employee benefits agreement template","hr matters agreement template","employee matters agreement word","employee matters agreement free download",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":177},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Employee Matters Agreement is a binding legal contract used in corporate transactions — mergers, acquisitions, spin-offs, and divestitures — to allocate responsibility for employees, benefits programs, compensation obligations, and related liabilities between the parties. This free Word download gives you a structured, professionally drafted starting point you can edit online and export as PDF to use alongside a separation or purchase agreement.\n","Use it whenever a corporate transaction results in employees moving from one legal entity to another — a spin-off, carve-out, asset sale, or merger — and the parties need a written record of who is responsible for compensation, benefits continuation, severance, and employment-related liabilities before and after the transaction closes.\n","Employee transfer and offer obligations, compensation and benefits continuation, treatment of equity awards and retirement plans, severance and termination liability allocation, non-solicitation restrictions, WARN Act and regulatory compliance obligations, and indemnification provisions covering pre- and post-closing employment claims.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"M&A counsel and transaction attorneys","Drafting the employee-side companion to a merger or purchase agreement","persona-legal-counsel",{"title":208,"use_case":209,"icon_asset_id":210},"Corporate HR directors","Documenting employee transfer terms and benefits continuity during a spin-off","persona-hr-manager",{"title":212,"use_case":213,"icon_asset_id":214},"CFOs and finance executives","Allocating compensation liabilities and benefit plan costs at transaction close","persona-cfo",{"title":216,"use_case":217,"icon_asset_id":218},"Private equity operating partners","Governing workforce integration when acquiring a portfolio company","persona-private-equity",{"title":220,"use_case":221,"icon_asset_id":222},"Business owners selling a company","Protecting against post-closing employee claims tied to pre-closing employment","persona-small-business-owner",{"title":224,"use_case":225,"icon_asset_id":226},"In-house general counsel","Standardizing employee treatment obligations across repeated deal structures","persona-general-counsel",[228,232,236,240,244,247,251],{"situation":229,"recommended_template":230,"slug":231},"Spin-off or carve-out where employees move from parent to new entity","Employee Matters Agreement (Spin-Off)","employee-matters-agreement-D13010",{"situation":233,"recommended_template":234,"slug":235},"Asset purchase where only selected employees are offered roles","Employee Transfer and Offer Letter Package","offer-of-letter-of-recommendation-D493",{"situation":237,"recommended_template":238,"slug":239},"Full merger where two workforces are combined under one employer","Merger Integration HR Plan","strategic-hr-plan-D12690",{"situation":241,"recommended_template":242,"slug":243},"Documenting terms for a single executive transferring between entities","Executive Employment Agreement","employment-agreement-executive-D543",{"situation":245,"recommended_template":107,"slug":246},"Independent contractor engaged post-transaction rather than transferred","independent-contractor-agreement-D160",{"situation":248,"recommended_template":249,"slug":250},"Retention of key employees through a transaction close","Employee Retention Agreement","employee-retention-guide-D12943",{"situation":252,"recommended_template":253,"slug":254},"Documenting non-solicitation obligations between buyer and seller","Non-Solicitation Agreement","non-solicitation-agreement-D13849",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Transferred Employee","An employee who moves from the selling or spinning entity to the acquiring or new entity as part of a corporate transaction.",{"term":260,"definition":261},"Retained Employee","An employee who remains with the original employer and is not transferred as part of the transaction.",{"term":263,"definition":264},"Benefit Plan Assumption","The acquirer's agreement to take over sponsorship and obligations of the seller's existing employee benefit plans after closing.",{"term":266,"definition":267},"COBRA Continuation Coverage","A US federal requirement allowing employees who lose group health coverage due to a qualifying event — including certain transaction-related terminations — to continue coverage at their own cost for up to 18 months.",{"term":269,"definition":270},"WARN Act","The US Worker Adjustment and Retraining Notification Act, which requires 60 days' advance written notice before mass layoffs or plant closings affecting 50 or more employees.",{"term":272,"definition":273},"Severance Liability","The financial obligation to pay separation pay and benefits to employees terminated in connection with a transaction, allocated in the agreement between the parties.",{"term":275,"definition":276},"Equity Award Treatment","The agreed handling of unvested stock options, RSUs, or other equity grants held by transferred employees at the time of the transaction — typically accelerated vesting, substitution, or cash-out.",{"term":278,"definition":279},"Non-Solicitation Period","A defined window — typically 12–24 months post-closing — during which each party is restricted from recruiting or hiring the other's employees.",{"term":281,"definition":282},"Defined Benefit Plan","A pension plan in which the employer promises a specified monthly benefit at retirement, calculated by a formula based on salary and years of service.",{"term":284,"definition":285},"Indemnification","A contractual obligation by one party to compensate the other for specific losses, claims, or liabilities — here, typically employment-related claims arising before or after the closing date.",{"term":287,"definition":288},"Closing Date","The specific calendar date on which a corporate transaction becomes legally effective and asset, liability, and employee transfers are completed.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the employer entities on each side of the transaction, references the parent agreement (e.g., separation agreement or purchase agreement), and states the purpose of the Employee Matters Agreement.","This Employee Matters Agreement (this 'Agreement') is entered into as of [CLOSING DATE] between [TRANSFEROR ENTITY NAME], a [STATE] [ENTITY TYPE] ('Transferor'), and [TRANSFEREE ENTITY NAME], a [STATE] [ENTITY TYPE] ('Transferee'), in connection with the transactions contemplated by that certain [SEPARATION / PURCHASE AGREEMENT] dated [DATE].","Failing to cross-reference the governing transaction document precisely. If the parent agreement is amended, an undefined reference creates ambiguity about which version controls employee obligations.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Identification of transferred and retained employees","Defines which employees transfer to the new entity, which remain with the original employer, and the date on which employment formally moves — typically the closing date.","Schedule A sets forth the list of Transferred Employees. Each Transferred Employee shall cease employment with Transferor and commence employment with Transferee effective as of 12:01 a.m. on the Closing Date. All employees not listed on Schedule A are Retained Employees and remain employees of Transferor.","Using job titles instead of named individuals on Schedule A. Roles change between signing and closing, and a title-only list creates disputes about who actually transferred.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Offer of employment and at-will status","States Transferee's obligation to offer employment to each Transferred Employee, the terms of the offer (at-will or otherwise), and the consequences if an employee declines.","Transferee shall offer employment to each Transferred Employee on terms and conditions substantially similar to those in effect immediately prior to the Closing Date. Employment with Transferee shall be at-will unless otherwise required by applicable law. A Transferred Employee who declines Transferee's offer shall be treated as having voluntarily resigned from Transferor effective as of the Closing Date.","Omitting what happens when an employee declines the offer. Without this clause, a declination can trigger severance obligations from the Transferor that neither party anticipated.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Compensation continuity","Requires Transferee to maintain each Transferred Employee's base salary, bonus targets, and commission structures for a defined period after closing.","For a period of not less than [12] months following the Closing Date, Transferee shall provide each Transferred Employee with (a) base salary no less than that in effect immediately prior to closing, (b) target annual bonus opportunity no less than that in effect immediately prior to closing, and (c) commission or incentive plans on substantially equivalent terms.","Limiting compensation continuity to base salary only. Transferred employees whose variable compensation is reduced post-closing may have constructive dismissal claims, particularly in Canada and the UK.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Benefits continuation","Allocates responsibility for health, dental, vision, retirement, and other employee benefit plans — including which plans are assumed, which are replaced, and how coverage gaps are bridged at closing.","Effective as of the Closing Date, Transferee shall provide Transferred Employees with employee benefits that are substantially comparable in the aggregate to those provided by Transferor immediately prior to closing. Transferee shall waive all pre-existing condition limitations and waiting periods for Transferred Employees enrolling in Transferee's health plans.","No provision for bridging coverage between the old plan's termination and the new plan's effective date. Even a one-day gap in health coverage can trigger HIPAA and ACA liability.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Equity award treatment","Specifies how unvested stock options, restricted stock units, and other equity grants are handled at closing — whether they are accelerated, assumed by Transferee, substituted, or cashed out.","As of the Closing Date, each outstanding unvested equity award held by a Transferred Employee shall be [assumed by Transferee / converted into an award of Transferee equity on the terms set out in Schedule B / accelerated and settled in cash at the transaction price of $[X] per share].","Failing to address equity awards at all and leaving them to the parent equity plan documents. Plan documents rarely contemplate spin-offs cleanly, creating conflicting obligations between plan administrator, Transferor, and Transferee.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Severance and termination liability allocation","Allocates financial responsibility for severance payments, notice obligations, and related costs between Transferor and Transferee based on when a termination occurs relative to the closing date.","Transferor shall be solely responsible for all severance and termination obligations arising from the employment or termination of any Retained Employee. Transferee shall be solely responsible for all such obligations arising from the employment or termination of any Transferred Employee on or after the Closing Date. Obligations arising from pre-closing terminations of Transferred Employees shall remain with Transferor.","No carve-out for WARN Act liability triggered by a combination of pre-closing Transferor layoffs and post-closing Transferee workforce reductions. Courts aggregate headcount across both periods, which can impose WARN liability on either party unexpectedly.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Non-solicitation of employees","Restricts each party from recruiting or hiring the other's employees for a defined period after closing, protecting workforce stability on both sides of the transaction.","For a period of [24] months following the Closing Date, neither party shall, directly or indirectly, solicit for employment or hire any employee of the other party without prior written consent, except through general public job postings not targeted at such employees.","Setting the non-solicitation period shorter than the integration period. If key employees are poached before integration is complete, the operational damage can exceed the transaction value captured.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Regulatory compliance and WARN Act obligations","Assigns responsibility for employment law compliance obligations triggered by the transaction, including WARN Act notices, COBRA administration, and applicable local equivalents.","Transferor shall be responsible for providing any required WARN Act or equivalent notices for terminations occurring prior to the Closing Date. Transferee shall be responsible for any such notices required on or after the Closing Date. Each party shall cooperate with the other in determining aggregate headcount reductions that may trigger notice obligations.","Assigning WARN responsibility to one party in isolation without a headcount-aggregation mechanism. The 50-employee threshold under the federal WARN Act looks at total affected headcount across a 90-day window, not just each party's own actions.",{"name":284,"plain_english":336,"sample_language":337,"common_mistake":338},"Each party agrees to indemnify the other for employment-related claims and liabilities that arise from actions or omissions during its period of responsibility — before or after the closing date.","Transferor shall indemnify and hold harmless Transferee from and against any claims, losses, and liabilities arising out of or relating to the employment of any Transferred Employee prior to the Closing Date. Transferee shall indemnify Transferor for all such matters arising on or after the Closing Date. Each party's indemnification obligation is subject to the limitations set forth in Section [X] of the [PARENT AGREEMENT].","No cap or basket on indemnification exposure in the Employee Matters Agreement when the parent agreement has one. Plaintiffs' counsel targets the subsidiary document if it contains broader indemnification language.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify and name both legal entities precisely","Enter the full registered corporate names of Transferor and Transferee as they appear in the governing transaction documents. Reference the parent separation or purchase agreement by its exact title and date.","Cross-check the entity names against your corporate registry filings — even minor discrepancies between transaction documents create enforceability questions.",{"step":346,"title":347,"description":348,"tip":349},2,"Build Schedule A — the transferred employee list","Compile a named list of every employee who will transfer to Transferee, including their current title, department, base salary, and employment location. Update this schedule as close to the closing date as possible to capture last-minute changes.","Date-stamp each version of Schedule A and retain superseded drafts. Disputes about who transferred are far more common than parties expect.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the compensation and benefits continuity period","Specify the number of months post-closing during which Transferee must maintain compensation levels and benefits substantially comparable to pre-closing terms. Typical market practice is 12 months for compensation and benefits combined.","In Canada, reducing variable compensation after transfer can constitute constructive dismissal even if base salary is unchanged — extend continuity obligations to the full compensation package.",{"step":356,"title":357,"description":358,"tip":359},4,"Define equity award treatment in Schedule B","For each award type (stock options, RSUs, performance shares), document whether Transferee will assume, substitute, accelerate, or cash out the award. Confirm this treatment is consistent with the terms of the equity plan documents governing each award.","Obtain a written opinion from your equity plan administrator that the proposed treatment does not trigger plan-level accelerated vesting or anti-dilution provisions unexpectedly.",{"step":361,"title":362,"description":363,"tip":364},5,"Allocate severance and WARN Act responsibility","Assign pre-closing severance liability to Transferor and post-closing liability to Transferee. Add a specific provision addressing how headcount reductions from both parties are aggregated for WARN Act threshold purposes.","Model the combined headcount impact at three scenarios — expected, high, and low reduction — before signing, so neither party is surprised by a WARN obligation at closing.",{"step":366,"title":367,"description":368,"tip":369},6,"Set non-solicitation scope and duration","Agree on the geographic scope, employee categories covered, and duration of the mutual non-solicitation obligation. Standard market practice is 18–24 months, with a carve-out for general job postings.","Specify whether the non-solicitation covers only active recruitment or also hiring in response to an employee-initiated approach — courts treat these differently.",{"step":371,"title":372,"description":373,"tip":374},7,"Align indemnification limits with the parent agreement","Confirm that the indemnification basket, cap, and survival period in the Employee Matters Agreement are consistent with the limitations in the parent merger or separation agreement. Conflicting caps are a common source of post-closing disputes.","Have both the M&A counsel and employment counsel review the indemnification section together — each tends to focus on their own document and miss cross-document conflicts.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before or simultaneously with the closing","Both parties must sign the Employee Matters Agreement at or before the closing of the parent transaction. Execution after closing creates a fresh consideration problem for restrictive covenants and may void indemnification carve-outs.","Include the Employee Matters Agreement on your closing checklist as a condition precedent to closing — this prevents it from being treated as an afterthought.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Using job titles instead of named individuals on the transferred employee schedule","Roles change between signing and closing. A title-only list creates immediate disputes about who actually transferred, exposing both parties to unexpected employment and severance liability.","List every transferred employee by full legal name, employee ID, title at signing, and current compensation. Update the schedule immediately before closing and have both parties countersign the final version.",{"mistake":386,"why_it_matters":387,"fix":388},"No bridge coverage provision for benefits between plan termination and enrollment","Even a single day without health coverage triggers HIPAA portability and ACA continuity violations, exposing the Transferee to penalties and employee claims.","Include an explicit clause requiring Transferee to provide or fund continuation coverage for any gap between the last day of Transferor's plan and the effective date of Transferee's plan.",{"mistake":390,"why_it_matters":391,"fix":392},"Ignoring WARN Act aggregation across both parties' headcount reductions","The 50-employee threshold under the federal WARN Act examines total affected headcount across a 90-day window. Pre-closing Transferor layoffs and post-closing Transferee reductions can combine to trigger WARN liability that neither party planned for.","Add a headcount-aggregation mechanism and assign responsibility for coordinating WARN notices between the parties. Model the worst-case headcount reduction scenario before signing.",{"mistake":394,"why_it_matters":395,"fix":396},"Limiting compensation continuity to base salary only","In jurisdictions including Canada and the UK, reducing variable pay, bonus targets, or commissions post-transfer can constitute constructive dismissal even when base salary is preserved, triggering notice and severance claims.","Extend the compensation continuity clause to cover the full compensation package — base salary, target bonus, commission structure, and any recurring allowances — for the agreed continuity period.",{"mistake":398,"why_it_matters":399,"fix":400},"No provision for employees who decline the offer of employment","Without this clause, an employee who rejects Transferee's offer may claim entitlement to severance from Transferor as if they were involuntarily terminated, generating unbudgeted liability at closing.","Include explicit language stating that an employee who declines a substantially equivalent offer of employment is treated as having voluntarily resigned, with no severance entitlement from Transferor.",{"mistake":402,"why_it_matters":403,"fix":404},"Indemnification caps in the Employee Matters Agreement that conflict with the parent agreement","Plaintiffs' counsel will identify whichever document provides the broader recovery. Inconsistent caps effectively override the negotiated limits in the parent transaction agreement.","Require M&A counsel and employment counsel to review the indemnification provisions of both documents simultaneously and confirm that caps, baskets, and survival periods are identical or expressly cross-referenced.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is an Employee Matters Agreement?","An Employee Matters Agreement is a binding contract used in corporate transactions — mergers, acquisitions, spin-offs, and divestitures — to govern how employees are transferred, which party is responsible for compensation and benefits, how equity awards are treated, and how employment-related liabilities are allocated between the parties. It typically operates as a companion document to the main purchase or separation agreement and controls all workforce-related obligations at and after closing.\n",{"question":410,"answer":411},"When is an Employee Matters Agreement required?","An Employee Matters Agreement is typically required whenever a corporate transaction results in employees moving from one legal entity to another. This includes spin-offs, carve-outs, asset sales involving an identified workforce, and full mergers where the surviving entity assumes employment obligations. Without one, the parties have no written agreement on severance liability, benefits continuation, or equity treatment — gaps that routinely generate post-closing disputes and litigation.\n",{"question":413,"answer":414},"What is the difference between an Employee Matters Agreement and a standard employment contract?","A standard employment contract governs the relationship between a single employer and a single employee. An Employee Matters Agreement is a business-to-business contract between two corporate entities — Transferor and Transferee — that governs how an entire workforce is handled in the context of a corporate transaction. It does not replace individual employment contracts; it sits above them and allocates obligations between the entities.\n",{"question":416,"answer":417},"Which party is responsible for severance if a transferred employee is terminated after closing?","Under a standard Employee Matters Agreement, Transferee assumes responsibility for all severance and termination obligations arising on or after the closing date. Transferor remains responsible for any obligations that accrued before closing, including any terminations initiated pre-closing. The agreement should include specific language addressing the WARN Act aggregation issue, where pre-closing and post-closing headcount reductions by both parties are counted together toward the 50-employee threshold.\n",{"question":419,"answer":420},"How are unvested equity awards handled in an Employee Matters Agreement?","Unvested equity awards — stock options, RSUs, performance shares — held by transferred employees at the time of closing can be handled in one of three ways: assumed by Transferee and converted into equivalent awards of Transferee equity, accelerated and settled in cash at the transaction price, or substituted under a new equity plan established by Transferee. The chosen treatment must be documented in the Employee Matters Agreement and confirmed to be consistent with the terms of the original equity plan documents.\n",{"question":422,"answer":423},"Does an Employee Matters Agreement need to comply with the WARN Act?","Yes. The Employee Matters Agreement should explicitly assign responsibility for WARN Act compliance — and its international equivalents — between the parties. Under the US federal WARN Act, employers with 100 or more employees must provide 60 days' advance written notice before mass layoffs or plant closings affecting 50 or more workers. The agreement must address how pre-closing and post-closing workforce reductions by each party are aggregated for threshold purposes, since courts look at the combined impact across a 90-day window.\n",{"question":425,"answer":426},"Is an Employee Matters Agreement enforceable without a parent transaction agreement?","An Employee Matters Agreement can technically stand alone, but it is almost always executed as a companion to a separation agreement, purchase agreement, or merger agreement. When it references a parent document, the indemnification caps, governing law, dispute resolution, and closing conditions in that parent document typically control. An Employee Matters Agreement executed without a parent document should include its own complete governing law, dispute resolution, and limitation-of-liability provisions.\n",{"question":428,"answer":429},"What happens if an employee refuses the Transferee's offer of employment?","If the Employee Matters Agreement includes a standard declination clause, an employee who refuses a substantially equivalent offer of employment from Transferee is treated as having voluntarily resigned from Transferor, with no severance entitlement. Without this clause, a refused offer can be characterized as a constructive dismissal or involuntary termination, triggering Transferor's severance obligations unexpectedly. The offer must be genuinely equivalent in compensation and location for the clause to hold.\n",{"question":431,"answer":432},"Do I need a lawyer to prepare an Employee Matters Agreement?","For any transaction involving more than a handful of employees or material equity awards, engaging employment and M&A counsel is strongly recommended. Employee Matters Agreements intersect with federal and state employment law, ERISA benefit plan rules, equity plan documents, WARN Act obligations, and transaction-level indemnification structures — getting any one of these wrong can generate liability that exceeds the value captured in the deal. A template provides a solid structural foundation, but legal review is essential before execution.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","Equity award treatment is typically the most heavily negotiated element, given large unvested option and RSU pools held by engineering and product employees at acquisition.",{"industry":439,"icon_asset_id":440,"specifics":441},"Financial Services","industry-fintech","Regulatory licensing and registration requirements (FINRA, CFA, broker-dealer) must transfer or be reestablished for affected employees, with continuity obligations documented in the agreement.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare","industry-healthtech","Credentialing, professional licensing, and HIPAA compliance obligations for transferred clinical staff must be explicitly addressed, along with benefits continuity for unionized workforces.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing","industry-manufacturing","Collective bargaining agreement assumption or termination, WARN Act compliance for plant-level transfers, and defined benefit pension plan liability allocation are the primary drafting challenges.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional Services","industry-professional-services","Non-solicitation clauses protecting client relationships are critical, along with compensation continuity provisions covering the bonus and commission structures common in consulting and advisory roles.",{"industry":455,"icon_asset_id":456,"specifics":457},"Retail / E-commerce","industry-retail","High employee headcount and hourly workforce composition make WARN Act aggregation, COBRA administration, and state-level mini-WARN compliance the primary risk areas in retail transactions.",[459,463,466,469],{"vs":460,"vs_template_id":461,"summary":462},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract governs the relationship between one employer and one employee, covering role, compensation, and termination. An Employee Matters Agreement is a business-to-business contract allocating employment obligations between two entities in a corporate transaction. The two documents operate at different levels — the Employee Matters Agreement governs the transaction; individual employment contracts govern the ongoing employment relationship post-closing.",{"vs":135,"vs_template_id":464,"summary":465},"separation-agreement-D13009","A separation agreement is the governing document for the overall corporate transaction — defining what assets, liabilities, and contracts are allocated between the parties. An Employee Matters Agreement is a specialized companion document covering only workforce-related obligations. The Employee Matters Agreement typically incorporates by reference the caps and dispute resolution mechanisms from the separation agreement.",{"vs":253,"vs_template_id":467,"summary":468},"non-solicitation-agreement-D13082","A standalone non-solicitation agreement restricts one party from poaching employees or customers without the broader context of a transaction. An Employee Matters Agreement includes non-solicitation provisions as one clause among many, embedded within the full framework of employee transfer, benefits, and liability allocation. For transactions, the Employee Matters Agreement's non-solicitation clause controls; a standalone agreement is used outside of M&A contexts.",{"vs":148,"vs_template_id":470,"summary":471},"asset-purchase-agreement-D13086","An asset purchase agreement governs the sale of specific business assets and may include a brief workforce provision, but it is not designed to address the full complexity of employee transfers, benefit plan assumptions, WARN Act obligations, and equity treatment. Transactions involving any material workforce transfer typically require a dedicated Employee Matters Agreement to operate alongside the asset purchase agreement.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Small transactions involving fewer than 25 employees with straightforward compensation structures and no equity awards","Free","2–4 hours to complete",{"best_for":478,"cost":479,"time":480},"Mid-market transactions with 25–200 employees, standard equity award pools, and single-jurisdiction workforces","$1,500–$5,000 for employment counsel review","3–7 business days",{"best_for":482,"cost":483,"time":484},"Complex transactions with 200+ employees, multi-jurisdiction workforces, defined benefit plans, union agreements, or material unvested equity","$8,000–$30,000+ for M&A and employment counsel collaboration","2–6 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","WARN Act compliance requires 60 days' advance notice for layoffs or closings affecting 50 or more employees at a single site. ERISA governs the treatment of defined benefit and defined contribution plans, and plan assumption or termination requires IRS and DOL coordination. California, New York, and several other states have mini-WARN statutes with lower employee thresholds and longer notice periods than the federal law. Non-solicitation enforceability varies by state, with California effectively prohibiting most post-employment restrictions.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Each province has its own employment standards legislation setting minimum notice, severance, and termination pay — Ontario's Employment Standards Act and the common-law notice doctrine are particularly significant. Reducing compensation or benefits post-transfer can constitute constructive dismissal entitling transferred employees to common-law notice of up to one month per year of service. Quebec requires employment documentation in French for provincially regulated employers. Mass termination provisions in provincial statutes may require group notice periods that differ from federal WARN equivalent obligations.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006) automatically transfers employees and their existing terms and conditions to the acquiring entity in qualifying business transfers, limiting the parties' ability to agree changes to employment terms. Employers must inform and consult employee representatives before a relevant transfer. Attempts to harmonize terms post-transfer are void under TUPE if the sole or principal reason is the transfer itself. Post-employment non-solicitation clauses must be reasonable in scope and duration to be enforceable.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","The EU Acquired Rights Directive (2001/23/EC) provides protections broadly equivalent to UK TUPE across member states, requiring automatic transfer of employment contracts and consultation with employee representatives. Member states implement the directive with local variations — Germany's Betriebsübergang provisions, France's Article L. 1224-1, and Spain's Article 44 of the Workers' Statute each have distinct notice, consent, and objection rights. Post-employment non-competes in most EU jurisdictions require financial compensation to the employee — typically 25–100% of salary depending on the member state — to be enforceable.",[461,243,246,254,507,508,509,510,511,250,512,513],"separation-agreement-D13184","asset-purchase-agreement-D928","non-disclosure-agreement-nda-D12692","employee-dismissal-letter-D508","fixed-term-contract-D13225","job-offer-letter-long-D12769","employee-handbook-D712",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":102,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":526},"equity-and-mergers","agreement","general","transition",[521,522,523,524,525],"m-and-a","employment","liability","employee-matters","acquisition",0.95,"\u003Ch2>What is an Employee Matters Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Employee Matters Agreement\u003C/strong> is a binding legal contract between two corporate entities — typically a Transferor and a Transferee — that governs how employees, compensation obligations, benefit plans, equity awards, and employment-related liabilities are handled in connection with a corporate transaction such as a merger, acquisition, spin-off, or divestiture. It does not replace individual employment contracts; instead, it operates at the entity level, establishing which party is responsible for each workforce obligation before and after the transaction closes. In most deal structures, it functions as a companion document to the main separation or purchase agreement, incorporating by reference the overarching caps, governing law, and dispute resolution mechanisms from that parent document.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without an Employee Matters Agreement, the parties to a corporate transaction have no written framework for answering the questions that arise in the first hours after closing: which entity pays severance to a terminated employee, who administers COBRA coverage during the transition, how unvested stock options are treated, and which party faces liability for a pre-closing wage claim. These gaps do not resolve themselves — they generate post-closing disputes that erode transaction value and, in larger transactions, result in litigation. WARN Act compliance failures alone carry civil penalties of up to 60 days' back pay and benefits per affected employee. Benefits coverage gaps trigger HIPAA and ACA violations. Constructive dismissal claims from transferred employees whose total compensation was reduced cost employers an average of 6–18 months' salary in Canadian and UK jurisdictions. A properly drafted Employee Matters Agreement allocates every one of these obligations clearly before closing, giving both parties certainty and protecting against the employment claims that have derailed otherwise successful transactions.\u003C/p>\n",1781185958300]