Separation and Release of Claims Agreement

This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Vshojo Inc. a Delaware corporation (the “Employer”), located at 251 Little Falls Dr., Wilmington, DE 19808-1674, and ██████████ (the “Employee”), ██████████ ██████████ the Employee are collectively referred to as the “Parties”) ██████████ (the “Effective Date”).

After the Separation Date, the Employee will not represent itself as being an employee, officer, attorney, agent, or representative of the Employer for any purpose. Except as otherwise set forth in this Agreement, the Separation Date is the employment termination date for the Employee for all purposes, meaning the Employee is not entitled to any further compensation, monies, or other benefits from the Employer, including coverage under any benefit plans or programs sponsored by the Employer, as of the Separation Date.

Agreed Terms

  1. Return of Property. By the Separation Date, the Employee must return, by mail, all sensitive Employer property or other Employer property requested by Employer, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files, and any other sensitive Employer property in the Employee’s possession.
  2. Employee Representations. The Employee specifically represents, warrants, and confirms that the Employee:

(a) has not filed any claims, complaints, or actions of any kind against the Employer with any court of law, or local, state, or federal government or agency;

(b) has not made any claims or allegations to the Employer related to sexual harassment, sex discrimination, or sexual abuse, and that none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse;

(c) has been properly paid for all hours worked for the Employer;

(d) has received all salary, wages, commissions, bonuses, and other compensation due to the Employee, with the exception the Employee’s final payroll check through and including the Separation Date, which will be paid on the Separation Date; and

(e) has not engaged in and is not aware of any unlawful conduct relating to the business of the Employer.

  1. Separation Benefits. As consideration for the Employee’s execution of and compliance with this Agreement, including the Employee’s waiver and release of claims in Section 4, the Employer agrees to provide the following benefits to which the Employee is not otherwise entitled:

(a) A lump sum payment of $6,600, less all relevant taxes and other withholdings, which will be paid no later than 6 days from the Separation Date, or, if 6 days falls on a weekend or federal holiday, the next during which the Employer is open for normal business.

(b) If the Employee timely and properly elects COBRA continuation coverage under VShojo Inc.’s Group Health Plan (the “Plan”), the Employee may be permitted to continue participation in the Plan under COBRA by continuing to pay premiums to the Employer at the contribution level in effect for active employees until the earliest of: (i) the expiration of twelve months following the Separation Date; (ii) the date the Employee becomes covered under another employer’s health plan; or (iii) the expiration of the maximum COBRA continuation coverage period for which the Employee is eligible under federal law. The Company will reimburse the Employee for the costs of this coverage for a period of 12 weeks, or until the Employee obtains new employment, whichever is earlier. At the end of this period, the Employee may be eligible to continue coverage, pursuant to COBRA, and will be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period.

(c) Notwithstanding the foregoing, no payment will be made or begin before the Effective Date.

(d) Upon Employee’s request, the Employer will provide the Employee, a prospective employer, or both with written confirmation of the Employee’s employment with the Employer, including the Employee’s dates of employment.

The Employee understands, acknowledges, and agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement and the general release contained in it. The Employee further acknowledges that the Employee is not entitled to any additional payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement will be deemed or construed as an express or implied policy or practice of the Employer to provide these or other benefits to any individuals other than the Employee.

  1. Release.

(a) Employee’s General Release and Waiver of Claims

In exchange for the consideration proved in this Agreement, the Employee and the Employee’s heirs, executors, representatives, administrators, agents and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Employer, including the Employer’s parents, subsidiaries, predecessors, successors, and assigns, and each of its and their respective officers, directors, employees, shareholders, trustees and partners, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, the “Claims”), that Releasors may have or have ever had against the Released Parties, or any of them, arising out of, or in any way related to the Employee’s hire, benefits, employment, termination, or separation from employment with the Employer by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Employee’s execution of this Agreement, including, but not limited to:

(i) any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), any claims arising under the Texas Labor Code including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, the Texas Whistleblower Act, the Washington Industrial Welfare Act (IWA), the Washington Law Against Discrimination (WLAD), the Washington Family Leave Act (FLA), the Washington Leave Law, the Washington Minimum Wage Requirements and Labor Standards Act, Title 49 of the Revised Code of Washington, the Washington Equal Pay Opportunity Act (EPOA), the Washington Fair Chance Act (FCA), all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law will not limit the scope of this general release in any manner;

(ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;

(iii) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, wrongful or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress, tortious interference with a contract or prospective business advantage, breach of the implied covenant or good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, false imprisonment, nonphysical injury, personal injury or sickness, or any other harm;

(iv) any and all claims for compensation of any type whatsoever, including but not limited to claims for wages, salary, bonuses, commissions, incentive compensation, vacation, sick pay, and severance that may be legally waived and released;

(v) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements, punitive damages, liquidated damages, and penalties; and

(vi) indemnification rights the Employee has against the Employer.

However, this general release and waiver of claims excludes, and the Employee does not waive, release, or discharge, any right to file a civil action or complaint with, or otherwise notify, a state agency, other public prosecutor, law enforcement agency, or any court or other governmental entity alleging claims or a violation of rights under the Equal Employment Opportunity Commission as well as: (A) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission, the Texas Workforce Commission, or other similar federal, state, or local administrative agencies, although the Employee waives any right to monetary relief related to any filed charge or administrative complaint; (B) claims that cannot be waives by law, such as claims for unemployment benefit rights and workers’ compensation; and (C) any right to file an unfair labor practice charge under the National Labor Relations Act; and (D) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements.

  1. Knowing and Voluntary Acknowledgment. The Employee specifically agrees and acknowledges that:

(a) the Employee has read this Agreement in its entirety and understands all of its terms;

(b) by this Agreement, the Employee has been advised to consult with an attorney before executing this Agreement;

(c) the Employee knowingly, freely, and voluntarily assents to all of this Agreement’s terms and conditions including, without limitation, the waiver, release, and covenants contained in it;

(d) the Employee is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Employee is otherwise entitled;

(e) the Employee is not waiving or releasing rights or claims that may arise after the Employee signs this Agreement; and

(f) the Employee understands that the waiver and release in this Agreement is being requested in connection with the Employee’s termination of employment from the Employer.

  1. Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Employer or its businesses, or any of its employees, officers, or managers, now or in the future.

This Section does not in any way restrict or impede the Employee from exercising protected rights, including rights under Washington law, Texas law, or the National Labor Relations Act (NLRA) to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee will promptly provide written notice of any such order to the Company.

  1. Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee consents and agrees that the Employer will be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy. Any equitable relief will be in addition to, not instead of, legal remedies, monetary damages, or other available relief.

If the Employee fails to comply with any of the terms of this Agreement or post-employment obligations contained in it, the Employer may, in addition to any other remedies it may have, terminate any benefits or payments that are later due under this Agreement, without waiving the releases provided in it.

  1. Governing Law, Jurisdiction, and Venue. This Agreement and all matters arising out of or relating to this Agreement and the Employee’s employment by Employer, whether sounding in contract, tort, or statute, for all purposes will be governed by and construed in accordance with the laws of Washington (including its statutes of limitations) without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement will be brought only in any state or federal court located in the state of Washington. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

11 . Modification and Waiver. No provisions of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the Employee and by an authorized representative of the Employer. No waiver by either Party of any breach by the other Party of any condition or provision of this Agreement to be performed by the other Party will be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time, nor will the failure of or delay by either of the Parties in exercising any right, power, or privilege under this Agreement operate as a waiver that precludes exercise of such right, power, or privilege.

15 . No Admission of Liability. Nothing in this Agreement will be construed as an admission by the Employer of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation.

16 . Notices. All notices under this Agreement must be given in writing by personal delivery or regular mail at the addresses indicated in the preamble to this Agreement or any other address designated in writing by either Party. When providing written notice to Employer, a copy must be provided to Employer’s attorney at: Odin Law and Media, 4600 Marriott Drive, Suite 250, Raleigh, NC 27612.

17 . Attorneys’ Fees and Costs. If the Employee breaches any terms of this Agreement or the post-termination obligations referenced in it, to the extent authorized by Washington law, the Employee will be responsible for payment of all reasonable attorneys’ fees and costs that Employer incurred in the course of enforcing these terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.

By signing below, each party acknowledges that it has carefully read and understood this Agreement, and each agrees to be bound by the terms of this Agreement.

EMPLOYER:

Vshojo Inc.

By: __
Name:
__
Title: ____

EMPLOYEE:


Name: _____

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Pub: 04 Sep 2025 14:00 UTC

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