The foregoing recitals are hereby incorporated into, and shall form an integral and operative part of, this Agreement as though fully set forth herein, and shall be construed in conjunction with the operative provisions hereof.

For the purposes of this Agreement, the term "Separation Date" shall mean [Separation Date], being the date on which the Employee's employment with the Company shall irrevocably cease.

The term "Severance Payment" shall denote the lump-sum gross monetary consideration payable by the Company to the Employee pursuant to the provisions hereinafter set forth, in consideration of, inter alia, the Employee's release of claims and covenants contained herein.

The term "Continuation Period" shall mean the period commencing on the day immediately following the Separation Date and expiring upon the lapse of [Number] months thereafter, during which certain benefits shall be continued in accordance with the provisions hereof.

The term "Company Property" shall encompass all tangible and intangible property, assets, documents, records, information, data, files, equipment and materials belonging to or furnished by the Company, in whatever form or medium, which have come into the possession, custody or control of the Employee by reason of or in connection with the Employee's employment.

The term "Claims" shall be construed in its broadest and most comprehensive sense to include any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, matured or contingent.

Words importing the singular shall include the plural and vice versa, and words importing one gender shall include every gender; headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

The Parties hereby confirm and acknowledge that the Employee's employment with the Company shall terminate, effective upon the Separation Date, and that from and after such date the Employee shall cease to hold any position, title, office or appointment with the Company or any affiliate thereof.

Effective as of the Separation Date, the Employee shall be deemed to have resigned from any and all positions, directorships, offices, trusteeships, committee memberships and fiduciary capacities held with or on behalf of the Company and any of its affiliates, parents, subsidiaries or related entities, and the Employee undertakes to execute, upon request, any such instruments as may be reasonably necessary to effectuate such resignations.

The underlying employment agreement between the Parties, together with any amendments, addenda, side letters or ancillary arrangements pertaining thereto, shall terminate and be of no further force or effect from and after the Separation Date, save and except for those provisions which by their express terms or by their nature are intended to survive termination.

From and after the Separation Date, the Employee shall have no authority to act for, bind, or incur any obligation on behalf of the Company, and shall refrain from holding himself or herself out as being in any manner affiliated with, or representative of, the Company.

The termination of the Employee's employment pursuant to this Agreement shall be deemed to be by mutual consent of the Parties, and neither Party shall characterize the separation to any third party in a manner inconsistent with the terms hereof.

The Employee shall cooperate in good faith with the Company in effecting an orderly transition of his or her duties and responsibilities to such person or persons as the Company may designate, including by making himself or herself available, on reasonable notice and at reasonable times, to respond to inquiries up to and including the Separation Date.

The Employee covenants and agrees to return to the Company, on or before the Separation Date, all Company Property in his or her possession, custody or control, including without limitation keys, access cards, identification badges, laptops, mobile devices, tablets, storage media, credit cards, manuals, policies, correspondence, memoranda, reports, files, records and any other items of whatsoever nature belonging to the Company.

The Employee further undertakes to deliver up all documents, data and information of a confidential or proprietary nature, whether in physical, electronic or any other form, and to permanently delete or destroy any copies, extracts, summaries or derivative works thereof residing on any personal device, cloud storage, email account or other repository under the Employee's control.

Upon request by the Company, the Employee shall certify in writing, in such form as the Company may reasonably prescribe, that he or she has complied fully with the obligations set forth in this section and has retained no Company Property or confidential information whatsoever.

The Employee acknowledges and agrees that any failure to return Company Property or to delete confidential information in accordance with the provisions of this section shall constitute a material breach of this Agreement, entitling the Company to withhold payment of all or any portion of the Severance Payment and to pursue all remedies available at law or in equity.

The Employee shall provide the Company with all passwords, access codes, encryption keys and other credentials necessary to enable the Company to access, retrieve and administer any Company Property, systems, accounts or data to which such credentials pertain.

Nothing contained in this section shall preclude the Employee from retaining purely personal items, personal correspondence, personal contacts, and documents relating to his or her own compensation, benefits or employment terms, provided that such retention does not include any confidential or proprietary information of the Company.

In full and final consideration of the Employee's execution of this Agreement, the covenants and release contained herein, and the Employee's compliance with the obligations hereunder, the Company agrees to pay to the Employee a lump-sum severance payment in the gross amount of [Amount] [Currency] (the "Severance Payment").

The Severance Payment shall be made by the Company within [Number] days following the later of (i) the Separation Date, or (ii) the expiration of any applicable revocation period in respect of this Agreement, by wire transfer of immediately available funds to such bank account as the Employee shall designate in writing.

The Severance Payment shall be subject to all applicable withholdings, deductions, taxes, contributions and levies required by the laws of [Country] or any other jurisdiction having competent authority, and the net amount actually remitted to the Employee shall reflect such withholdings and deductions.

The Employee acknowledges and agrees that the Severance Payment constitutes consideration to which the Employee would not otherwise be entitled absent the execution of this Agreement, and is paid in lieu of, and in full and final satisfaction of, any and all claims for severance, redundancy, notice, pay in lieu of notice, termination indemnity or similar entitlements, howsoever arising.

The Employee shall bear sole responsibility for any personal income tax, social security contributions or other fiscal obligations assessed upon the Severance Payment that are not withheld at source by the Company, and the Employee shall indemnify and hold the Company harmless against any such liability subsequently assessed against the Company.

In the event of the Employee's death prior to the full disbursement of the Severance Payment, the unpaid balance thereof shall be paid to the Employee's duly appointed personal representative or to such beneficiary as the Employee may have designated in writing to the Company.

The Severance Payment shall not be deemed compensation for the purposes of calculating benefits under any pension, retirement, savings, bonus, incentive or other employee benefit plan maintained by the Company, except to the extent, if any, expressly required by applicable law.

Subject to the Employee's continued compliance with the terms of this Agreement, the Company shall, during the Continuation Period, continue to provide to the Employee the following benefits: continued health insurance coverage under the Company's group health plan, substantially on the same terms as applied immediately prior to the Separation Date, with the Company bearing the employer portion of the applicable premiums.

The Company shall further provide, during the Continuation Period, outplacement support services through a provider selected by the Company, up to an aggregate value of [Amount] [Currency], designed to assist the Employee in securing alternative employment.

The Employee shall promptly notify the Company in writing in the event he or she commences subsequent employment during the Continuation Period which provides substantially equivalent benefits, in which case the Company's obligation to provide the corresponding continued benefits hereunder shall cease, without duplication, as of the date of such alternative coverage taking effect.

All other benefits, perquisites and participations, including without limitation participation in any bonus, incentive, equity, pension, retirement, life insurance, disability or similar plans or arrangements maintained by the Company, shall cease as of the Separation Date, save as expressly provided herein or as mandated by applicable law.

The provision of continued benefits hereunder shall be administered in accordance with the terms of the applicable underlying benefit plans and policies, and nothing herein shall be construed to confer upon the Employee any rights greater than those afforded to similarly situated participants under such plans.

Any taxes, imputed income or other fiscal consequences arising from the provision of continued benefits during the Continuation Period shall be borne by the Employee, except for such employer-side contributions as the Company is required by law or policy to remit.

The Company reserves the right to modify, substitute or discontinue the vehicles through which the continued benefits are delivered, provided that the economic value of the benefits provided to the Employee shall not be materially diminished thereby.

The Employee covenants and agrees that the existence, terms, provisions, substance and content of this Agreement, together with the negotiations leading to its execution, shall be held in strict confidence and shall not be disclosed, divulged, communicated, published or revealed, directly or indirectly, to any third party whatsoever.

Notwithstanding the foregoing, the Employee may disclose the terms of this Agreement to his or her spouse or domestic partner, legal counsel, tax advisor, accountant or financial advisor, provided that each such person is first informed of, and agrees to be bound by, the confidentiality obligations contained herein, and the Employee shall remain responsible for any breach by such persons.

The Employee may further disclose the terms of this Agreement to the extent required by a court order, subpoena, regulatory authority or other legally enforceable process, provided that, unless legally prohibited, the Employee shall promptly notify the Company of such requirement so as to afford the Company a reasonable opportunity to seek a protective order or other appropriate relief.

The Employee acknowledges that the confidentiality obligations contained herein are a material inducement to the Company's entry into this Agreement and payment of the Severance Payment, and that any breach of such obligations shall constitute a material breach of this Agreement.

Any confidentiality, non-disclosure, invention assignment or similar obligations binding upon the Employee by virtue of his or her employment with the Company, whether arising under the employment agreement, Company policies, or applicable law, shall continue in full force and effect in accordance with their terms, and nothing herein shall be construed to limit, modify or waive any such obligations.

Nothing contained in this section shall be construed to prohibit or restrict the Employee from making any disclosure that is protected or required by applicable law, including the reporting of possible violations of law to any governmental agency or regulatory authority.

On the next regularly scheduled payroll date following the Separation Date, or earlier if required by applicable law, the Company shall pay to the Employee all accrued but unpaid base salary and wages earned through and including the Separation Date, subject to applicable withholdings and deductions.

The Company shall further pay to the Employee a sum equivalent to the monetary value of all accrued but unused vacation or paid time off entitlements as of the Separation Date, calculated in accordance with the Company's established policies and applicable law.

Any properly incurred and documented business expenses outstanding as of the Separation Date shall be reimbursed to the Employee in accordance with the Company's standard expense reimbursement policies, provided that the Employee submits all supporting documentation within [Number] days following the Separation Date.

The Employee acknowledges and agrees that, save as expressly set forth in this Agreement, no further wages, salary, bonuses, commissions, incentive payments, allowances, benefits or other compensation of any nature whatsoever are or shall become due or owing to the Employee by the Company.

The payments contemplated by this section are owed to the Employee independently of, and in addition to, the Severance Payment, and shall be made irrespective of whether the Employee ultimately executes or revokes this Agreement, to the extent required by applicable law.

Any statutory entitlements payable upon termination of employment, including without limitation such notice pay, redundancy pay or termination indemnities as may be prescribed by applicable law, shall be paid to the Employee strictly in accordance with such statutory requirements, and the Severance Payment shall be deemed to encompass and satisfy any contractual entitlements over and above such statutory minima.

The Employee covenants and agrees that he or she shall not, at any time following the Effective Date, directly or indirectly, make, publish, communicate, disseminate or cause to be made, published, communicated or disseminated, any statement, remark, comment or representation, whether oral, written, electronic or otherwise, that is or could reasonably be construed to be disparaging, defamatory, derogatory or injurious to the reputation, business, goodwill, operations, products, services, officers, directors, employees, agents or affiliates of the Company.

The restrictions contained in this section shall apply to statements made through any medium whatsoever, including without limitation social media platforms, internet forums, blogs, press releases, interviews, publications, broadcasts and any other public or private communications.

The Company shall instruct its officers and senior management personnel having actual knowledge of this Agreement not to make any disparaging statements concerning the Employee, provided that the Company's obligation under this clause shall be limited to such instruction and shall not extend to warranting the conduct of any individual.

Nothing contained in this section shall preclude either Party from making truthful statements in connection with any legal proceeding, governmental investigation, regulatory inquiry or compliance with legal process, or from providing truthful testimony pursuant to subpoena or court order.

The Parties acknowledge and agree that the covenants contained in this section constitute a material inducement to the entry into this Agreement, and that any breach hereof may cause irreparable harm for which monetary damages would be an inadequate remedy, entitling the non-breaching Party to seek injunctive and other equitable relief in addition to any other remedies available at law.

In consideration of the Severance Payment and other benefits provided hereunder, the Employee, on behalf of himself or herself and his or her heirs, executors, administrators, personal representatives, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges the Company, together with its parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, shareholders, members, managers, employees, agents, insurers, representatives and attorneys (collectively, the "Released Parties"), from any and all Claims which the Employee ever had, now has, or hereafter may have against the Released Parties, or any of them, arising out of or relating to any matter, cause or thing whatsoever occurring on or before the date of execution of this Agreement.

Without limiting the generality of the foregoing, the Claims released hereunder expressly include, but are not limited to, any and all Claims arising out of or relating to the Employee's employment with the Company, the terms and conditions thereof, the compensation and benefits paid or payable thereunder, the cessation of such employment, and any and all Claims arising under any contract, tort, statute, regulation, ordinance, common law doctrine or principle of equity, whether of [Country] or any other jurisdiction.

The Employee expressly acknowledges and agrees that this release is intended to and does extend to Claims which the Employee does not know or suspect to exist in his or her favor at the time of execution of this Agreement, and the Employee hereby expressly waives any and all rights and benefits conferred upon him or her by any statute or rule of law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist at the time of execution.

The Employee represents and warrants that he or she has not assigned, transferred, pledged or encumbered any Claim released hereunder, nor purported to do so, and the Employee shall indemnify and hold the Released Parties harmless against any Claim brought by any assignee or transferee claiming through or under the Employee.

Notwithstanding anything to the contrary contained herein, the release contained in this section shall not extend to (i) any rights or Claims that cannot lawfully be released by private agreement, (ii) any rights to indemnification or directors' and officers' liability insurance coverage to which the Employee may be entitled, (iii) any vested rights under any employee benefit plan, or (iv) any rights to enforce the terms of this Agreement.

The Employee acknowledges that the consideration provided under this Agreement constitutes full, fair and adequate consideration for the release of Claims contained herein, and the Employee shall not be entitled to any additional compensation, payment or benefit on account thereof.

The release contained in this section is given by the Employee only, and no corresponding release is given by the Company; the Employee acknowledges that this allocation is a bargained-for element of this Agreement.

The Employee covenants and agrees that he or she shall not commence, maintain, prosecute, participate in, or voluntarily assist in the commencement, maintenance or prosecution of any action, suit, complaint, charge, proceeding or claim of any nature whatsoever against any of the Released Parties, in any court, tribunal, arbitral forum or administrative agency, with respect to any Claim released pursuant to the preceding section.

In the event that the Employee breaches the foregoing covenant and commences any such proceeding, the Employee shall be liable to the Released Parties for all reasonable attorneys' fees, costs and expenses incurred by the Released Parties in defending against such proceeding, in addition to any other remedies available at law or in equity.

Notwithstanding the foregoing, nothing in this section shall be construed to prohibit the Employee from (i) filing a charge with, participating in an investigation or proceeding conducted by, or providing truthful information to any governmental agency or regulatory authority, (ii) enforcing the terms of this Agreement, or (iii) asserting any Claim that cannot lawfully be waived by private agreement.

The Employee expressly waives any right to recover monetary damages, reinstatement, or other individual relief in connection with any charge, complaint or proceeding filed by the Employee or on the Employee's behalf with any governmental agency or regulatory authority with respect to any Claim released hereunder.

In the event any Claim released hereunder is asserted on the Employee's behalf by any third party, the Employee undertakes to take all reasonable steps within his or her power to cause such Claim to be withdrawn or dismissed.

The Employee acknowledges that the covenants contained in this section are a material inducement to the Company's execution of this Agreement, and that any breach hereof shall be deemed a material breach of this Agreement.

In response to any inquiries from prospective employers of the Employee, the Company shall provide a neutral reference confirming solely the Employee's dates of employment, position(s) held, and, if specifically requested and authorized in writing by the Employee, final rate of compensation.

Any such references shall be furnished exclusively by the Company's human resources department or such other designated representative as the Company may identify from time to time, and all inquiries from prospective employers shall be directed accordingly.

The Employee acknowledges that any statements made by individual employees of the Company other than through the designated channel shall not bind the Company, and the Company shall not be responsible for any such unauthorized communications, provided the Company has not actively encouraged the same.

Nothing contained in this section shall preclude the Company from making such disclosures as may be required by applicable law, regulatory authority, legal process, or in connection with any judicial or administrative proceeding.

The Company shall endeavour to ensure that any written reference or statement furnished by it in response to a reference inquiry shall be consistent with the terms of this Agreement and shall not contain any disparaging content concerning the Employee.

The Employee hereby acknowledges and represents that he or she has carefully read this Agreement in its entirety, fully understands its terms, provisions and consequences, and voluntarily and knowingly executes the same with full appreciation of the rights being relinquished hereunder.

The Employee further acknowledges that he or she has been afforded a reasonable period of time, being not less than [Number] days, within which to consider the terms of this Agreement prior to execution, and that any decision to execute this Agreement prior to the expiration of such period has been made freely and voluntarily.

The Employee acknowledges that he or she has been expressly advised, and has had the opportunity, to consult with legal counsel of his or her own choosing, at his or her own expense, concerning the meaning, effect and advisability of entering into this Agreement, and has either availed himself or herself of such opportunity or has knowingly and voluntarily elected to waive the same.

The Employee confirms that his or her execution of this Agreement is not the product of any fraud, duress, coercion, undue influence, mistake or misrepresentation on the part of the Company or any other person, and that no promise, inducement or representation has been made to the Employee other than as expressly set forth herein.

The Employee shall have a period of [Number] days following his or her execution of this Agreement within which to revoke the same by delivering written notice of revocation to the Company; this Agreement shall not become effective or enforceable until the expiration of such revocation period without revocation having been exercised.

The Employee acknowledges that the Severance Payment and other benefits provided hereunder are expressly conditioned upon the execution and non-revocation of this Agreement, and that in the event of revocation, no such payments or benefits shall be due or payable.

The Employee represents and warrants to the Company that he or she has not filed, caused to be filed, or presently is a party to any Claim, charge, complaint or proceeding against the Company or any of the Released Parties with any court, administrative agency or tribunal.

The Employee further represents and warrants that he or she has been paid in full all wages, salary, overtime, commissions, bonuses, allowances, reimbursements, benefits and other compensation to which he or she is entitled through and including the Separation Date, save for those amounts expressly contemplated to be paid pursuant to this Agreement.

The Employee represents and warrants that, during the course of his or her employment, he or she has not engaged in any conduct constituting fraud, theft, embezzlement, breach of fiduciary duty, or any other act that could reasonably be expected to give rise to civil or criminal liability on the part of the Company.

The Company represents and warrants that it has full corporate power and authority to enter into and perform this Agreement, that the execution and performance hereof have been duly authorized by all requisite corporate action, and that this Agreement, when executed, shall constitute a valid and binding obligation enforceable against the Company in accordance with its terms.

Each Party represents and warrants that this Agreement has been executed freely and voluntarily by it, with full understanding of the terms hereof, and that no representation, promise or inducement has been made to it other than as expressly set forth herein.

The representations and warranties contained in this section shall survive the execution of this Agreement and the performance of the obligations hereunder, and shall remain in full force and effect notwithstanding any investigation made by either Party.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, negotiations, representations, warranties and communications, whether oral or written, pertaining to such subject matter.

Notwithstanding the foregoing, those obligations of the Employee contained in any prior agreement with the Company relating to confidentiality, non-disclosure, invention assignment, intellectual property or similar matters shall continue in full force and effect in accordance with their terms, and this Agreement shall be construed in a manner consistent therewith.

No amendment, modification, variation, supplement or waiver of any provision of this Agreement shall be effective or binding upon the Parties unless the same is reduced to writing and duly executed by authorized representatives of both Parties.

No course of dealing, course of performance, usage of trade or any failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver of any provision of this Agreement, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

The Parties acknowledge that neither of them has relied upon any statement, representation, warranty, agreement, understanding or undertaking of any nature whatsoever other than those expressly set forth or incorporated by reference in this Agreement.

Any waiver granted hereunder must be in writing and signed by the Party granting the same, and shall be effective only in the specific instance and for the specific purpose for which given.

If any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason or to any extent be held invalid, illegal or unenforceable by any court, arbitrator or governmental authority of competent jurisdiction, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it has been held invalid, illegal or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

In the event any provision is held invalid, illegal or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal and enforceable provision that most closely approximates the economic effect and intention of the original provision.

No failure, forbearance or delay on the part of either Party in exercising any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any further exercise thereof or the exercise of any other right, remedy, power or privilege.

A waiver by either Party of any breach or default of any provision of this Agreement shall not be deemed or construed as a waiver of any subsequent breach or default of the same or any other provision hereof.

All rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity, and the exercise of one shall not preclude the exercise of any other.

This Agreement shall be governed by, construed and enforced in accordance with the substantive laws of [Country], without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction.

Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach, interpretation, performance or termination, shall first be referred to good faith negotiations between duly authorized representatives of the Parties for a period of not less than [Number] days.

In the event that such dispute is not resolved through negotiation within the aforesaid period, the Parties agree that the dispute shall be finally resolved by binding arbitration administered by [Arbitration Institution] in accordance with its then-prevailing rules, by a sole arbitrator appointed in accordance with such rules.

The seat and legal place of arbitration shall be [City, Country], and the language of arbitration shall be [Language]. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment thereon may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may seek interim, provisional or injunctive relief from any court of competent jurisdiction in order to preserve its rights pending the outcome of arbitration, without such action being deemed a waiver of the arbitration agreement.

The prevailing Party in any dispute arising hereunder shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred in connection with such dispute from the non-prevailing Party, in addition to any other relief awarded.

Each Party shall bear its own costs and expenses in connection with the negotiation, preparation and execution of this Agreement.

All notices, requests, demands, consents, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when (i) delivered personally with written acknowledgment of receipt, (ii) sent by internationally recognized courier service with tracking confirmation, (iii) sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) transmitted by electronic mail with confirmation of receipt, to the addresses set forth below or to such other address as either Party may hereafter designate by written notice.

Notices to the Company shall be addressed to: [Employer Name], [Employer Address], Attention: [Contact Person/Title], Email: [Employer Email].

Notices to the Employee shall be addressed to: [Employee Name], [Employee Address], Email: [Employee Email].

Any notice sent in accordance with the foregoing provisions shall be deemed received: upon delivery, if delivered personally; three business days following dispatch, if sent by courier; seven business days following dispatch, if sent by registered or certified mail; and upon transmission with confirmation of receipt, if sent by electronic mail.

Each Party undertakes to notify the other promptly of any change of address or contact details to which notices should be sent, failing which notices served upon the last known address shall be deemed effectively delivered.

Routine administrative communications between the Parties may be effected through such ordinary channels as the Parties may mutually accept and shall not be subject to the formal notice requirements set forth in this section.

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

The Employee shall not assign, transfer, delegate or otherwise dispose of any of his or her rights, interests or obligations under this Agreement without the prior written consent of the Company, and any purported assignment, transfer or delegation in violation of this provision shall be null, void and of no effect.

The Company may, without the consent of the Employee, assign, transfer or delegate its rights, interests and obligations under this Agreement to any parent, subsidiary, affiliate, or successor in interest to the Company, whether by merger, consolidation, sale of assets or otherwise, and such assignee shall assume and be bound by the terms hereof.

The provisions of this Agreement conferring rights upon the Released Parties shall be enforceable by each such Released Party as if a party hereto, notwithstanding that the Released Parties are not signatories hereto.

Save as expressly provided herein, nothing in this Agreement, whether express or implied, is intended to confer any rights, remedies, obligations or liabilities upon any person other than the Parties hereto and their respective successors and permitted assigns.