# Legal Research

## Legal Research Memo 1

### 1. Rule 12(b)(6) Motion to Dismiss Legal Standard

**Rule 12(b)(6) of the Federal Rules of Civil Procedure** allows a defendant to move to dismiss a complaint for "failure to state a claim upon which relief can be granted." The legal standard for a Rule 12(b)(6) motion is as follows:

- **Plausibility Standard**: The complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face. (Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007); Ashcroft v. Iqbal, 556 U.S. 662 (2009)).
- **Factual Allegations**: The court must accept all factual allegations in the complaint as true and draw all reasonable inferences in favor of the plaintiff.
- **Legal Conclusions**: Mere legal conclusions or a formulaic recitation of the elements of a cause of action will not suffice.

### 2. Plaintiff’s Burden in the Pleading Stage in Employment Discrimination Cases

**Title VII and NYSHRL**: At the pleading stage, the plaintiff must plausibly allege facts that give rise to an inference of discrimination. The burden is not as high as proving the case but must be more than mere speculation.

- **Prima Facie Case**: The plaintiff must allege:
- Membership in a protected class (e.g., pregnancy under Title VII as amended by the Pregnancy Discrimination Act).
- Qualification for the position.
- An adverse employment action (e.g., termination).
- Circumstances that give rise to an inference of discrimination (e.g., comments about pregnancy, timing of termination).

### 3. Contrast Federal Discrimination Claims with State Claims under NYSHRL Standard

**Federal Claims (Title VII)**:
- **Burden-Shifting Framework**: Under McDonnell Douglas Corp. v. Green, 411 U.S. 792 (1973), the plaintiff must first establish a prima facie case of discrimination. The burden then shifts to the employer to articulate a legitimate, non-discriminatory reason for the adverse action. If the employer does so, the burden shifts back to the plaintiff to show that the employer's reason is a pretext for discrimination.

**State Claims (NYSHRL)**:
- **More Lenient Standard**: The NYSHRL is generally interpreted more liberally than Title VII. The plaintiff must still establish a prima facie case, but the courts may be more willing to infer discrimination from the facts.
- **Mixed-Motive**: Under the NYSHRL, a plaintiff can prevail if they show that discrimination was one of the motivating factors for the adverse action, even if there were other legitimate reasons.

### 4. Examples of Key Elements in Discrimination Cases

- **Discriminatory Animus**: Evidence that the employer harbored discriminatory intent, such as derogatory comments about pregnancy or other protected characteristics.
- **Legitimate Non-Discriminatory Reasons**: The employer's stated reasons for the adverse action, such as performance issues or policy violations.
- **Comparator Evidence**: Evidence that similarly situated employees outside the protected class were treated more favorably.
- **Causal Connection**: Evidence linking the protected characteristic (e.g., pregnancy) to the adverse action, such as timing or statements by decision-makers.

### 5. Joint Employer Liability

**Joint Employer Doctrine**: In the context of employment discrimination, a joint employer relationship may exist if two entities share control over the terms and conditions of employment.

- **Factors Considered**:
- The power to hire and fire employees.
- Supervision and control of employee work schedules or conditions of employment.
- Determination of the rate and method of payment.
- Maintenance of employment records.

**Case Law**:
- **Barfield v. N.Y.C. Health & Hosps. Corp., 537 F.3d 132 (2d Cir. 2008)**: The Second Circuit outlined factors to determine joint employer status, emphasizing the economic realities of the relationship.
- **Zheng v. Liberty Apparel Co., 355 F.3d 61 (2d Cir. 2003)**: The court considered whether the alleged joint employer had functional control over workers, even if not directly supervising them.

### Conclusion

To successfully oppose a Rule 12(b)(6) motion to dismiss in an employment discrimination case, the plaintiff must plausibly allege facts that support a prima facie case of discrimination under both Title VII and NYSHRL. This includes demonstrating membership in a protected class, qualification for the position, an adverse employment action, and circumstances suggesting discriminatory intent. Additionally, the plaintiff must address the joint employer liability by showing that both the hospital and the staffing agency had control over the terms and conditions of employment.

## Legal Research Memo 2

### Legal Issues to Research

#### Rule 12(b)(6) Motion to Dismiss Legal Standard

**Federal Rules of Civil Procedure Rule 12(b)(6):**
- A motion to dismiss under Rule 12(b)(6) tests the legal sufficiency of the plaintiff's complaint.
- The court must accept all factual allegations in the complaint as true and draw all reasonable inferences in favor of the plaintiff (Ashcroft v. Iqbal, 556 U.S. 662 (2009)).
- To survive a motion to dismiss, the complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face (Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007)).

#### Plaintiff’s Burden in the Pleading Stage in Employment Discrimination Cases

**Title VII and NYSHRL:**
- **Membership in a Protected Class:** Plaintiff must allege that she is a member of a protected class (e.g., pregnant women).
- **Qualification for the Position:** Plaintiff must allege that she was qualified for the position.
- **Adverse Employment Action:** Plaintiff must allege that she suffered an adverse employment action (e.g., termination).
- **Inference of Discrimination:** Plaintiff must allege facts that give rise to an inference of discrimination based on her protected status.

**Plausibility Standard:**
- The plaintiff must provide enough factual content to allow the court to draw a reasonable inference that the defendant is liable for the alleged misconduct (Iqbal, 556 U.S. at 678).
- The complaint must contain more than mere conclusory statements; it must include specific factual allegations that support the claim of discrimination.

#### Contrast Federal Discrimination Claims with State Claims Under NYSHRL Standard

**Title VII (Federal):**
- Requires the plaintiff to allege facts that make it plausible that the defendant acted with discriminatory intent.
- The burden-shifting framework established in McDonnell Douglas Corp. v. Green, 411 U.S. 792 (1973), applies, where the plaintiff must first establish a prima facie case of discrimination.

**NYSHRL (State):**
- New York courts apply a more lenient standard for pleading discrimination claims.
- Under the NYSHRL, a plaintiff only needs to allege that discrimination was one of the motivating factors for the adverse action.
- The mixed-motive framework allows a plaintiff to prevail if they show that a protected characteristic was a motivating factor in the employment decision, even if other factors also motivated it.

#### Examples Relevant to the Issues

**Defendant’s Actions Motivated by Discriminatory Animus:**
- Allegations that the plaintiff received positive feedback but was terminated shortly after disclosing her pregnancy.
- Statements by coworkers or supervisors indicating a bias against pregnant employees.

**Legitimate Non-Discriminatory Reasons for Termination:**
- Defendants may argue that the termination was based on performance issues or other legitimate reasons.
- Plaintiff must allege facts that suggest these reasons are pretextual (e.g., false claims about her nails or performance).

**Sufficient Comparator Evidence:**
- Evidence that non-pregnant employees were treated more favorably under similar circumstances.
- Lack of similar scrutiny or consequences faced by non-pregnant staff with similar performance.

**Causal Connection Between Pregnancy and Termination:**
- Timing of the termination shortly after the disclosure of pregnancy.
- Statements or actions by Defendants following the disclosure that reflect discriminatory attitudes.

#### Joint Employer Liability

**Joint Employer Standard:**
- To establish joint employer liability, the plaintiff must show that both entities had significant control over her employment.
- Factors to consider include:
- **Hiring and Firing:** Whether both Defendants had authority to hire or fire the plaintiff.
- **Supervisory Control:** Whether the plaintiff was supervised by both Defendants.
- **Work Environment:** Whether both Defendants determined the conditions of the workplace.
- **Day-to-Day Operations:** Whether both Defendants played a role in day-to-day employment operations affecting the plaintiff.

**Application to the Case:**
- Defendant Staffing Agency hired the Plaintiff, and Defendant Hospital played a significant role in her everyday work environment and termination.
- Plaintiff must allege facts showing that both Defendants exerted sufficient control over her employment to be considered joint employers.

### Conclusion

To survive a Rule 12(b)(6) motion to dismiss, Plaintiff must allege sufficient factual content to make it plausible that her pregnancy was a motivating factor in her termination. The complaint should include specific allegations of discriminatory animus, pretextual reasons for termination, comparator evidence, and a causal connection between the pregnancy and termination. Additionally, Plaintiff must demonstrate that both Defendants had significant control over her employment to establish joint employer liability.

## Legal Research Memo 3

### Research Memo

#### To: [Recipient]
#### From: [Your Name]
#### Date: [Date]
#### Re: Legal Issues in Employment Discrimination Case

---

### I. Rule 12(b)(6) Motion to Dismiss Legal Standard

**Rule 12(b)(6) of the Federal Rules of Civil Procedure** allows a defendant to move to dismiss a complaint for "failure to state a claim upon which relief can be granted." To survive a Rule 12(b)(6) motion, a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face." (Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is facially plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged (Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).

### II. Plaintiff’s Burden in the Pleading Stage in Employment Discrimination Cases

**Title VII and NYSHRL**: At the pleading stage, a plaintiff in an employment discrimination case must allege facts that give rise to an inference of unlawful discrimination. The plaintiff does not need to establish a prima facie case of discrimination but must provide enough factual content to make the claim plausible (Swierkiewicz v. Sorema N.A., 534 U.S. 506, 510-11 (2002)).

### III. Contrast Federal Discrimination Claims with State Claims under NYSHRL Standard

**Federal Standard (Title VII)**: Under Title VII, a plaintiff must allege that (1) they belong to a protected class, (2) they were qualified for the position, (3) they suffered an adverse employment action, and (4) the adverse action occurred under circumstances giving rise to an inference of discrimination (McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973)).

**State Standard (NYSHRL)**: The NYSHRL is interpreted similarly to Title VII but is generally considered more plaintiff-friendly. The New York Court of Appeals has held that the NYSHRL should be construed liberally to accomplish its remedial purposes (Albunio v. City of New York, 16 N.Y.3d 472, 477-78 (2011)). This means that the burden on the plaintiff at the pleading stage may be somewhat lighter under the NYSHRL compared to Title VII.

### IV. Examples of Key Elements in Discrimination Claims

1. **Discriminatory Animus**: Plaintiff must allege facts suggesting that the employer's actions were motivated by discriminatory animus. For example, comments or actions by supervisors that indicate a bias against pregnant employees can support an inference of discriminatory animus.

2. **Legitimate Non-Discriminatory Reasons for Termination**: Defendants often argue that the termination was based on legitimate, non-discriminatory reasons. Plaintiff must allege facts that these reasons are pretextual. For instance, if the reasons given for termination (e.g., long nails, inability to work independently) are demonstrably false or inconsistent with the plaintiff's performance reviews, this can support a claim of pretext.

3. **Comparator Evidence**: Evidence that similarly situated employees who were not pregnant were treated more favorably can support an inference of discrimination. Plaintiff should allege facts showing that other employees who were not pregnant did not face similar adverse actions for comparable conduct.

4. **Causal Connection**: Plaintiff must allege a causal connection between the pregnancy and the termination. Temporal proximity between the disclosure of pregnancy and the termination can support an inference of causation, especially if the termination occurred shortly after the disclosure.

### V. Joint Employer Liability

**Joint Employer Doctrine**: Under both Title VII and the NYSHRL, an entity can be considered a joint employer if it has sufficient control over the terms and conditions of the plaintiff's employment. Factors include the power to hire and fire, control over work schedules, and the method of payment (Zheng v. Liberty Apparel Co., 355 F.3d 61, 72 (2d Cir. 2003)).

**Application to Defendant Staffing Agency**: Plaintiff must allege facts showing that the Staffing Agency had control over her employment conditions. This includes the power to place her with different employers, the ability to influence hiring and firing decisions, and involvement in the decision to terminate her employment. The Staffing Agency's failure to place Plaintiff with another employer or rectify the situation after the termination can support a claim of joint employer liability.

### Conclusion

To withstand a Rule 12(b)(6) motion to dismiss, Plaintiff must allege sufficient facts to make her claims of discrimination and retaliation plausible. This includes demonstrating that the reasons given for her termination were pretextual and that her pregnancy was a motivating factor in the decision to terminate her employment. Additionally, Plaintiff must allege facts showing that both the Hospital and the Staffing Agency had sufficient control over her employment to be considered joint employers.

---

Please let me know if you need further details or additional research on any specific aspect of this case.

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[Your Name]

# Motion to Dismiss

## Motion to Dismiss (Defendants) 1

**UNITED STATES DISTRICT COURT**
**[DISTRICT NAME]**

**[PLAINTIFF'S NAME],**
Plaintiff,
v.
**[DEFENDANT HOSPITAL'S NAME] and [DEFENDANT STAFFING AGENCY'S NAME],**
Defendants.

**Case No. [Case Number]**

**DEFENDANTS' MOTION TO DISMISS PLAINTIFF'S COMPLAINT PURSUANT TO RULE 12(b)(6)**

Defendants [Defendant Hospital's Name] and [Defendant Staffing Agency's Name] (collectively, "Defendants"), by and through their undersigned counsel, hereby move this Court to dismiss Plaintiff [Plaintiff's Name]'s Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. In support of this Motion, Defendants state as follows:

**I. INTRODUCTION**

Plaintiff's Complaint fails to state a claim upon which relief can be granted. Plaintiff alleges that she was unlawfully terminated on the basis of her pregnancy in violation of Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law ("NYSHRL"), and the New York City Human Rights Law ("NYCHRL"). However, Plaintiff's allegations are insufficient to establish a plausible claim for relief under these statutes.

**II. LEGAL STANDARD**

Under Rule 12(b)(6), a complaint must be dismissed if it fails to state a claim upon which relief can be granted. To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

**III. ARGUMENT**

**A. Plaintiff Fails to State a Claim for Discrimination Under Title VII and NYSHRL**

1. **Prima Facie Case of Discrimination**

To establish a prima facie case of discrimination under Title VII and NYSHRL, Plaintiff must allege that: (1) she is a member of a protected class; (2) she was qualified for her position; (3) she suffered an adverse employment action; and (4) the circumstances give rise to an inference of discrimination. McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973).

Plaintiff's Complaint fails to allege sufficient facts to support an inference of discrimination. Plaintiff's allegations regarding her termination are conclusory and lack the necessary factual detail to establish that her pregnancy was a motivating factor in Defendants' decision to terminate her employment.

2. **Legitimate Non-Discriminatory Reasons**

Even if Plaintiff could establish a prima facie case, Defendants had legitimate, non-discriminatory reasons for terminating Plaintiff's employment. Plaintiff's allegations regarding her performance issues, including her inability to work independently and alleged mistakes, provide a legitimate basis for her termination.

**B. Plaintiff Fails to State a Claim Under NYCHRL**

The NYCHRL is construed more liberally than Title VII and NYSHRL. However, Plaintiff's Complaint still fails to allege facts sufficient to state a claim under the NYCHRL. Plaintiff's conclusory allegations do not meet the standard required to show that her pregnancy was a motivating factor in her termination.

**C. Plaintiff Fails to Establish Joint Employer Liability**

Plaintiff's allegations regarding joint employer liability are insufficient. To establish joint employer liability, Plaintiff must show that both Defendants had control over the terms and conditions of her employment. Plaintiff's Complaint fails to allege facts demonstrating that [Defendant Staffing Agency's Name] had such control over her employment with [Defendant Hospital's Name].

**IV. CONCLUSION**

For the foregoing reasons, Defendants respectfully request that this Court grant their Motion to Dismiss Plaintiff's Complaint in its entirety with prejudice.

**Dated:** [Date]

**Respectfully submitted,**

**[Attorney's Name]**
**[Law Firm's Name]**
**[Address]**
**[City, State, ZIP Code]**
**[Phone Number]**
**[Email Address]**
**Attorney for Defendants [Defendant Hospital's Name] and [Defendant Staffing Agency's Name]**

---

Please ensure that you fill in the placeholders (e.g., [Plaintiff's Name], [Defendant Hospital's Name], [Defendant Staffing Agency's Name], [Case Number], [Date], [Attorney's Name], etc.) with the appropriate information specific to your case.

## Motion to Dismiss (Defendants) 2

### UNITED STATES DISTRICT COURT
### [DISTRICT NAME]

#### [PLAINTIFF NAME],
##### Plaintiff,

v.

#### [DEFENDANT HOSPITAL NAME] and [DEFENDANT STAFFING AGENCY NAME],
##### Defendants.

#### Civil Action No. [Case Number]

### DEFENDANTS' MEMORANDUM OF LAW IN SUPPORT OF THEIR MOTION TO DISMISS PLAINTIFF'S COMPLAINT PURSUANT TO RULE 12(b)(6)

#### INTRODUCTION

Defendants [Defendant Hospital Name] and [Defendant Staffing Agency Name] (collectively, "Defendants") respectfully submit this Memorandum of Law in support of their Motion to Dismiss Plaintiff [Plaintiff Name]'s Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Plaintiff's Complaint fails to state a claim upon which relief can be granted under Title VII of the Civil Rights Act of 1964 ("Title VII"), the New York State Human Rights Law ("NYSHRL"), and the New York City Human Rights Law ("NYCHRL").

#### LEGAL STANDARD

Under Rule 12(b)(6), a complaint must be dismissed if it fails to state a claim upon which relief can be granted. To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face. (Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. (Iqbal, 556 U.S. at 678).

#### ARGUMENT

##### I. PLAINTIFF FAILS TO STATE A CLAIM FOR EMPLOYMENT DISCRIMINATION UNDER TITLE VII AND NYSHRL

To state a claim for employment discrimination under Title VII and NYSHRL, Plaintiff must allege that: (1) she is a member of a protected class; (2) she was qualified for the position; (3) she suffered an adverse employment action; and (4) the adverse action occurred under circumstances giving rise to an inference of discrimination. (McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973)).

Plaintiff's Complaint fails to meet this standard for the following reasons:

1. **Lack of Plausible Allegations of Discriminatory Animus:** Plaintiff's allegations that she was terminated due to her pregnancy are conclusory and lack factual support. The Complaint does not provide specific instances or statements by Defendants that indicate discriminatory intent based on her pregnancy.

2. **Legitimate Non-Discriminatory Reasons for Termination:** Defendants provided legitimate, non-discriminatory reasons for Plaintiff's termination, including her inability to work independently and alleged performance issues. Plaintiff's mere disagreement with these reasons does not suffice to show pretext.

3. **Insufficient Comparator Evidence:** Plaintiff fails to provide sufficient comparator evidence showing that similarly situated non-pregnant employees were treated more favorably. The Complaint lacks specific details about other employees' performance and treatment.

4. **No Causal Connection:** The timing of Plaintiff's termination alone is insufficient to establish a causal connection between her pregnancy and the adverse employment action. Plaintiff must provide more than temporal proximity to support her claim.

##### II. PLAINTIFF FAILS TO STATE A CLAIM UNDER THE NYCHRL

The NYCHRL provides broader protections than Title VII and the NYSHRL, requiring only that a plaintiff show that discrimination was a motivating factor in the adverse employment action. However, Plaintiff's Complaint still fails to meet this standard for the reasons stated above. The allegations are conclusory and lack the necessary factual detail to support a claim of discrimination under the NYCHRL.

##### III. PLAINTIFF FAILS TO ESTABLISH JOINT EMPLOYER LIABILITY

To establish joint employer liability, Plaintiff must show that both Defendants had significant control over her employment. Factors include hiring and firing authority, supervisory control, determination of work conditions, and involvement in day-to-day operations.

Plaintiff's Complaint fails to allege sufficient facts to establish that both Defendants exercised significant control over her employment. The mere fact that Defendant Staffing Agency hired Plaintiff and Defendant Hospital supervised her work is insufficient. Plaintiff must provide specific allegations showing how both Defendants jointly controlled her employment conditions.

#### CONCLUSION

For the foregoing reasons, Defendants respectfully request that the Court grant their Motion to Dismiss Plaintiff's Complaint in its entirety pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.

Dated: [Date]

Respectfully submitted,

[Attorney's Name]
[Law Firm Name]
[Address]
[City, State, ZIP Code]
[Phone Number]
[Email Address]

Attorneys for Defendants [Defendant Hospital Name] and [Defendant Staffing Agency Name]

# Motion to Dismiss

# SUPREME COURT OF THE STATE OF NEW YORK [COUNTY] COUNTY

| | | |
|----------------|----------------|
| [PLAINTIFF(S)],| |
| Plaintiffs | |
| v. | Index No. [index number] |
| [DEFENDANT(S)] | Hon. [judge name] |
| Defendant(s) | |

## MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS

### TABLE OF CONTENTS

| Section | Page No. |
|------------------------|----------|
| Preliminary Statement | [page no.] |
| Statement of Facts | [page no.] |
| Legal Argument | [page no.] |
| I. Failure to State a Claim Under Title VII | [page no.] |
| II. Failure to State a Claim Under NYSHRL and NYCHRL | [page no.] |
| Conclusion | [page no.] |

---

# TABLE OF AUTHORITIES

## Cases

[Case name and citation] ............................................................... [page no.]

## Statutes

[Statute citation] ............................................................... [page no.]

## Regulations

[Regulation citation] ............................................................... [page no.]

---

## PRELIMINARY STATEMENT

Defendants [Hospital] and [Staffing Agency] respectfully submit this memorandum of law in support of their motion, pursuant to N.Y. C.P.L.R. 3211(a)(7), to dismiss Plaintiff's complaint ("Complaint") in its entirety. Plaintiff's Complaint purports to bring claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law (“NYSHRL”), and the New York City Human Rights Law (“NYCHRL”), alleging that Plaintiff was unlawfully terminated due to her pregnancy.

Plaintiff's claims are facially deficient for several reasons. First, Plaintiff has failed to establish that either Defendant qualifies as her "employer" under the relevant statutes. Second, Plaintiff has not sufficiently alleged facts to support a claim of discrimination or retaliation. Third, Plaintiff's allegations are conclusory and lack the necessary specificity to state a claim upon which relief can be granted.

Accordingly, Defendants respectfully request that this Court grant this motion and dismiss Plaintiff's Complaint in its entirety, as well as any other relief the Court deems just and proper.

## STATEMENT OF FACTS

Plaintiff, a certified medical assistant and phlebotomy technician, was hired by Defendant Hospital through Defendant Staffing Agency. Before starting work, Plaintiff disclosed her pregnancy to Defendant Staffing Agency. After starting work, Plaintiff disclosed her pregnancy to another employee at Defendant Hospital, who advised her not to inform the Hospital management.

On her third day of work, a male manager from Defendant Staffing Agency informed Plaintiff that Defendant Hospital wanted to terminate her employment for three reasons: having long nails, inability to work independently, and taking the wrong blood pressure on a pediatric patient. Plaintiff disputes these reasons, claiming they are pretextual and that she received positive feedback from her trainers.

Plaintiff alleges that her termination was motivated solely by her pregnancy and that she suffered severe emotional damages and lost wages as a result.

## ARGUMENT

N.Y. C.P.L.R. 3211 permits a court to dismiss a complaint that "fails to state a cause of action." N.Y. C.P.L.R. 3211(e). On a motion to dismiss, the court is not permitted to assess the merits of the complaint or any of its factual allegations, but may only determine if, assuming the truth of the facts alleged and the inferences that can be drawn from them, the complaint states the elements of a legally cognizable cause of action. See Skillgames, LLC v Brody, 767 N.Y.S.2d 418, 421 (N.Y. App. Div. 2003). However, allegations consisting of bare legal conclusions, and factual claims inherently incredible or flatly contradicted by documentary evidence, are not entitled to such consideration. Caniglia v. Chi. Tribune-New York News Syndicate, 612 N.Y.S.2d 146, 147 (N.Y. App. Div. 1994).

## I. Failure to State a Claim Under Title VII

Plaintiff's Title VII claim must be dismissed because she has not adequately alleged that either Defendant was her "employer" under Title VII. Title VII defines an "employer" as a person engaged in an industry affecting commerce who has fifteen or more employees. 42 U.S.C. § 2000e(b). Plaintiff has not provided sufficient facts to establish that either Defendant meets this definition.

Furthermore, Plaintiff has not sufficiently alleged facts to support a claim of discrimination or retaliation under Title VII. To state a claim for discrimination, Plaintiff must allege that (1) she is a member of a protected class, (2) she was qualified for her position, (3) she suffered an adverse employment action, and (4) the adverse action occurred under circumstances giving rise to an inference of discrimination. See McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973). Plaintiff's conclusory allegations do not meet this standard.

## II. Failure to State a Claim Under NYSHRL and NYCHRL

Plaintiff's claims under the NYSHRL and NYCHRL must also be dismissed. Similar to Title VII, these statutes require Plaintiff to establish that Defendants were her "employers" and that she suffered discrimination or retaliation based on her pregnancy. Plaintiff has not provided sufficient facts to support these claims.

Under the NYSHRL and NYCHRL, Plaintiff must allege that (1) she is a member of a protected class, (2) she was qualified for her position, (3) she suffered an adverse employment action, and (4) the adverse action occurred under circumstances giving rise to an inference of discrimination. See Forrest v. Jewish Guild for the Blind, 3 N.Y.3d 295, 305 (2004). Plaintiff's allegations are conclusory and lack the necessary specificity to state a claim upon which relief can be granted.

## CONCLUSION

For the reasons and arguments stated herein, Defendants [Hospital] and [Staffing Agency] respectfully request that the Court grant their Motion to Dismiss, and any such other relief as the Court deems just and proper.

---

Dated: [date]

Respectfully submitted,

____________________________________
[Counsel's name]
[Firm name]
[Address]
Telephone: [number]
Facsimile: [number]
Email: [email]
Attorneys for Defendants [Hospital] and [Staffing Agency]

TO:
[Counsel's name]
[Firm name]
[Address]
Attorneys for Plaintiff

## Timeline for Motion to Dismiss for Defendant

Here is a detailed timeline of the Statement of Facts and Allegations on behalf of the Defendants, supporting their Motion to Dismiss:

### Timeline

1. **Date: Job Application**
- **Event**: Plaintiff applies for a position at Defendant Hospital through Defendant Staffing Agency.
- **Details**: Plaintiff, a certified medical assistant, is processed through standard hiring protocols.

2. **Date: Offer of Employment**
- **Event**: Plaintiff receives a conditional job offer from Defendant Hospital, facilitated by Defendant Staffing Agency.
- **Details**: The offer is contingent on the successful completion of a 2-month probation period, with the possibility of permanent employment.

3. **Date: Pre-Employment Physical Examination**
- **Event**: Plaintiff undergoes a mandatory physical examination.
- **Details**: The examination is a standard requirement for all prospective employees to ensure fitness for duty.

4. **Date: Pregnancy Disclosure to Staffing Agency**
- **Event**: Plaintiff voluntarily discloses her pregnancy to Defendant Staffing Agency.
- **Details**: This disclosure occurs after Plaintiff receives the job offer but before she starts working.

5. **Date: Commencement of Employment**
- **Event**: Plaintiff begins her employment at Defendant Hospital.
- **Details**: Plaintiff starts her role, primarily assisting with computerized paperwork for medical assistants.

6. **Date: Performance Feedback**
- **Event**: Plaintiff receives feedback on her job performance.
- **Details**: During the initial training, Plaintiff is evaluated on her ability to perform required tasks independently and according to hospital standards.

7. **Date: Third Day of Work**
- **Event**: Plaintiff is informed of her termination.
- **Details**: A manager from Defendant Staffing Agency communicates that Defendant Hospital has decided to terminate Plaintiff’s employment based on the following reasons:
- Plaintiff’s long nails, which are against the hospital's professional standards.
- Plaintiff’s inability to work independently, as evidenced by performance evaluations.
- An incident involving an incorrect blood pressure reading on a pediatric patient, which raises concerns about Plaintiff's competence.

8. **Date: Post-Termination Inquiry**
- **Event**: Plaintiff contacts a Defendant Hospital employee regarding her termination.
- **Details**: The Hospital employee advises Plaintiff to direct her inquiries to Defendant Staffing Agency, asserting that the Hospital is not her direct employer.

9. **Date: Staffing Agency’s Response**
- **Event**: Defendant Staffing Agency responds to Plaintiff's inquiry about her termination.
- **Details**: The Staffing Agency reaffirms the decision to terminate Plaintiff, citing the reasons provided by the Hospital and declining to place her with another employer.

### Conclusion
Defendants’ motion should conclude by reiterating that the complaint does not sufficiently state a claim upon which relief can be granted, as the termination was based on legitimate, non-discriminatory reasons and procedural deficiencies in Plaintiff’s case.

By presenting this timeline and supporting arguments, Defendants aim to demonstrate that Plaintiff’s complaint lacks the necessary factual and legal basis to proceed, thereby justifying dismissal under Rule 12(b)(6).

## Counterarguments to Motion to Dismiss for Plaintiff

**UNITED STATES DISTRICT COURT**
**[DISTRICT NAME]**

**[PLAINTIFF'S NAME],**
Plaintiff,
v.
**[DEFENDANT HOSPITAL'S NAME] and [DEFENDANT STAFFING AGENCY'S NAME],**
Defendants.

**Case No. [Case Number]**

**PLAINTIFF'S OPPOSITION TO DEFENDANTS' MOTION TO DISMISS**

Plaintiff [Plaintiff's Name], by and through her undersigned counsel, hereby opposes Defendants [Defendant Hospital's Name] and [Defendant Staffing Agency's Name]'s Motion to Dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. In support of this Opposition, Plaintiff states as follows:

**I. INTRODUCTION**

Plaintiff's Complaint sufficiently states claims for relief under Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law ("NYSHRL"), and the New York City Human Rights Law ("NYCHRL"). Plaintiff has plausibly alleged that she was unlawfully terminated on the basis of her pregnancy, and Defendants' Motion to Dismiss should be denied.

**II. LEGAL STANDARD**

Under Rule 12(b)(6), a complaint must be dismissed if it fails to state a claim upon which relief can be granted. To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

**III. ARGUMENT**

**A. Plaintiff Has Stated a Claim for Discrimination Under Title VII and NYSHRL**

1. **Prima Facie Case of Discrimination**

To establish a prima facie case of discrimination under Title VII and NYSHRL, Plaintiff must allege that: (1) she is a member of a protected class; (2) she was qualified for her position; (3) she suffered an adverse employment action; and (4) the circumstances give rise to an inference of discrimination. McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973).

Plaintiff has sufficiently alleged each element of a prima facie case:
- **Protected Class**: Plaintiff is a member of a protected class as she was pregnant.
- **Qualification**: Plaintiff was qualified for her position, having successfully completed her probation period and received positive feedback from her trainers.
- **Adverse Employment Action**: Plaintiff was terminated from her employment.
- **Inference of Discrimination**: Plaintiff has alleged that her termination occurred shortly after disclosing her pregnancy, and that she was advised not to disclose her pregnancy to avoid termination. Additionally, the reasons given for her termination were pretextual and not supported by facts.

2. **Pretext for Discrimination**

Plaintiff has alleged sufficient facts to show that Defendants' stated reasons for her termination were pretextual. Plaintiff did not have long nails, received positive feedback regarding her ability to work independently, and did not take the wrong blood pressure on a pediatric patient as she did not work directly with patients. These inconsistencies support an inference that the real reason for her termination was her pregnancy.

**B. Plaintiff Has Stated a Claim Under NYCHRL**

The NYCHRL is construed more liberally than Title VII and NYSHRL. Plaintiff's allegations are sufficient to state a claim under the NYCHRL, as she has alleged that her pregnancy was a motivating factor in her termination. The NYCHRL requires only that Plaintiff show that discrimination played any role in the adverse action, which she has done.

**C. Plaintiff Has Established Joint Employer Liability**

Plaintiff has alleged sufficient facts to establish joint employer liability. Both [Defendant Hospital's Name] and [Defendant Staffing Agency's Name] had control over the terms and conditions of her employment. [Defendant Staffing Agency's Name] was responsible for hiring Plaintiff and communicated the termination decision, while [Defendant Hospital's Name] supervised her work and provided feedback. These facts support a finding of joint employer liability.

**IV. CONCLUSION**

For the foregoing reasons, Plaintiff respectfully requests that this Court deny Defendants' Motion to Dismiss in its entirety.

**Dated:** [Date]

**Respectfully submitted,**

**[Attorney's Name]**
**[Law Firm's Name]**
**[Address]**
**[City, State, ZIP Code]**
**[Phone Number]**
**[Email Address]**
**Attorney for Plaintiff [Plaintiff's Name]**

---

Please ensure that you fill in the placeholders (e.g., [Plaintiff's Name], [Defendant Hospital's Name], [Defendant Staffing Agency's Name], [Case Number], [Date], [Attorney's Name], etc.) with the appropriate information specific to your case.

## Counterarguments to Motion to Dismiss (Plaintiff) 2

### UNITED STATES DISTRICT COURT
### [DISTRICT NAME]

#### [PLAINTIFF NAME],
##### Plaintiff,

v.

#### [DEFENDANT HOSPITAL NAME] and [DEFENDANT STAFFING AGENCY NAME],
##### Defendants.

#### Civil Action No. [Case Number]

### PLAINTIFF'S MEMORANDUM OF LAW IN OPPOSITION TO DEFENDANTS' MOTION TO DISMISS

#### INTRODUCTION

Plaintiff [Plaintiff Name] respectfully submits this Memorandum of Law in Opposition to Defendants [Defendant Hospital Name] and [Defendant Staffing Agency Name]'s Motion to Dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Plaintiff's Complaint sufficiently states claims for relief under Title VII of the Civil Rights Act of 1964 ("Title VII"), the New York State Human Rights Law ("NYSHRL"), and the New York City Human Rights Law ("NYCHRL").

#### LEGAL STANDARD

Under Rule 12(b)(6), a complaint must be dismissed if it fails to state a claim upon which relief can be granted. However, the court must accept all factual allegations in the complaint as true and draw all reasonable inferences in favor of the plaintiff (Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged (Iqbal, 556 U.S. at 678).

#### ARGUMENT

##### I. PLAINTIFF HAS SUFFICIENTLY STATED A CLAIM FOR EMPLOYMENT DISCRIMINATION UNDER TITLE VII AND NYSHRL

To state a claim for employment discrimination under Title VII and NYSHRL, Plaintiff must allege that: (1) she is a member of a protected class; (2) she was qualified for the position; (3) she suffered an adverse employment action; and (4) the adverse action occurred under circumstances giving rise to an inference of discrimination (McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973)).

Plaintiff's Complaint meets this standard for the following reasons:

1. **Membership in a Protected Class:** Plaintiff is a member of a protected class as a pregnant woman.

2. **Qualification for the Position:** Plaintiff was qualified for the position, as evidenced by her successful completion of the probation period and positive feedback from her trainers.

3. **Adverse Employment Action:** Plaintiff suffered an adverse employment action when she was terminated.

4. **Inference of Discrimination:** Plaintiff has alleged sufficient facts to give rise to an inference of discrimination:
- Plaintiff disclosed her pregnancy to Defendant Staffing Agency before starting work and to a coworker after starting work.
- Plaintiff was warned by a coworker not to disclose her pregnancy to Defendant Hospital because it would affect her chances of permanent employment.
- Plaintiff received positive feedback from her trainers, yet was terminated based on pretextual reasons such as having long nails and alleged performance issues.
- The timing of Plaintiff's termination shortly after disclosing her pregnancy supports an inference of discrimination.

##### II. PLAINTIFF HAS SUFFICIENTLY STATED A CLAIM UNDER THE NYCHRL

The NYCHRL provides broader protections than Title VII and the NYSHRL, requiring only that a plaintiff show that discrimination was a motivating factor in the adverse employment action. Plaintiff's Complaint meets this standard for the following reasons:

1. **Motivating Factor:** Plaintiff has alleged that her pregnancy was a motivating factor in her termination. The pretextual reasons given for her termination, combined with the timing and the warning from a coworker, support this claim.

2. **Broader Protections:** The NYCHRL is intended to be construed more liberally than its federal and state counterparts. Plaintiff's allegations are sufficient to state a claim under the NYCHRL.

##### III. PLAINTIFF HAS SUFFICIENTLY ALLEGED JOINT EMPLOYER LIABILITY

To establish joint employer liability, Plaintiff must show that both Defendants had significant control over her employment. Plaintiff's Complaint meets this standard for the following reasons:

1. **Hiring and Firing:** Defendant Staffing Agency hired Plaintiff, and Defendant Hospital played a significant role in her termination.

2. **Supervisory Control:** Plaintiff was supervised by employees of Defendant Hospital during her employment.

3. **Work Environment:** Defendant Hospital determined the conditions of Plaintiff's workplace and provided feedback on her performance.

4. **Day-to-Day Operations:** Both Defendants were involved in the day-to-day operations affecting Plaintiff's employment. Defendant Staffing Agency placed Plaintiff at Defendant Hospital, and Defendant Hospital supervised her work and provided feedback.

#### CONCLUSION

For the foregoing reasons, Plaintiff respectfully requests that the Court deny Defendants' Motion to Dismiss in its entirety.

Dated: [Date]

Respectfully submitted,

[Attorney's Name]
[Law Firm Name]
[Address]
[City, State, ZIP Code]
[Phone Number]
[Email Address]

Attorneys for Plaintiff [Plaintiff Name]

## Timeline for Motion to Dismiss for Plaintiff

Here's a detailed timeline of the Statement of Facts and Allegations on behalf of the Plaintiff, countering the Defendants' Motion to Dismiss:

### Timeline

1. **Date: Hiring Process Initiation**
- **Event**: Plaintiff applies for a position at Defendant Hospital through Defendant Staffing Agency.
- **Details**: Plaintiff, a certified medical assistant and phlebotomy technician, undergoes the hiring process.

2. **Date: Job Offer**
- **Event**: Plaintiff receives a job offer from Defendant Hospital, facilitated by Defendant Staffing Agency.
- **Details**: The offer includes a probationary period of 2 months, with the prospect of permanent employment upon successful completion.

3. **Date: Disclosure of Pregnancy to Staffing Agency**
- **Event**: Plaintiff discloses her pregnancy to Defendant Staffing Agency after receiving the job offer but before starting work.
- **Details**: Plaintiff communicates her pregnancy status voluntarily to the Staffing Agency.

4. **Date: Commencement of Employment**
- **Event**: Plaintiff starts working at Defendant Hospital.
- **Details**: Plaintiff begins her duties, primarily providing computerized/paperwork assistance to medical assistants.

5. **Date: Pregnancy Disclosure to Hospital Employee**
- **Event**: Plaintiff discloses her pregnancy to another medical assistant at Defendant Hospital.
- **Details**: The medical assistant advises Plaintiff not to disclose her pregnancy to the Hospital administration, suggesting it might affect her chances of permanent employment.

6. **Date: Positive Feedback from Training**
- **Event**: Plaintiff receives positive feedback from her trainers.
- **Details**: Trainers commend Plaintiff for her quick learning and satisfactory performance.

7. **Date: Third Day of Work - Termination**
- **Event**: Plaintiff is informed of her termination.
- **Details**: A male manager from Defendant Staffing Agency conveys that Defendant Hospital wants to terminate her employment for the following reasons:
- Having long nails (which Plaintiff denies).
- Inability to work independently (contrary to positive feedback received).
- Incorrectly taking a pediatric patient’s blood pressure (despite Plaintiff not working directly with patients).

8. **Date: Post-Termination Communication**
- **Event**: Plaintiff contacts a Defendant Hospital employee about her termination.
- **Details**: The Hospital employee advises Plaintiff to speak with Defendant Staffing Agency, claiming the Hospital is not her direct employer. The employee mentions seeing paperwork revealing Plaintiff’s pregnancy on a supervisor’s desk.

9. **Date: Staffing Agency's Response to Termination Inquiry**
- **Event**: Plaintiff contacts Defendant Staffing Agency regarding her termination.
- **Details**: The Staffing Agency does not place Plaintiff with another employer or rectify the situation but adopts Defendant Hospital’s decision to terminate her employment.

### Conclusion
Plaintiff’s opposition should conclude by reiterating that the complaint provides a detailed and plausible account of pregnancy discrimination and retaliation, supported by the timeline of events and factual allegations, sufficient to withstand Defendants' Motion to Dismiss under Rule 12(b)(6).

By structuring the arguments around this timeline, Plaintiff can effectively counter the Defendants’ Motion to Dismiss and demonstrate the merit of her claims.

# Settlement Agreement

**SETTLEMENT AGREEMENT AND RELEASE**

This Settlement Agreement and Release ("Agreement") is made and entered into by and between [Plaintiff's Name] ("Plaintiff") and [Defendant Hospital's Name] and [Defendant Staffing Agency's Name] (collectively, "Defendants"). Plaintiff and Defendants are collectively referred to as the "Parties."

**RECITALS**

WHEREAS, Plaintiff was employed by Defendants and alleges that she was unlawfully terminated on the basis of her pregnancy in violation of Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law ("NYSHRL"), and the New York City Human Rights Law ("NYCHRL");

WHEREAS, Plaintiff filed a lawsuit against Defendants in the United States District Court for the [District Name], Case No. [Case Number] (the "Action");

WHEREAS, Defendants deny any and all liability to Plaintiff arising out of her employment or termination;

WHEREAS, the Parties desire to settle fully and finally all differences between them, including but not limited to any claims arising out of Plaintiff's employment with Defendants and the termination thereof;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

**1. Payment**

(a) **Settlement Amount**: Defendants agree to pay Plaintiff the total sum of [Settlement Amount] (the "Settlement Amount"), which shall be paid as follows:
- [Payment Amount 1] within [Number] days of the Effective Date of this Agreement.
- [Payment Amount 2] within [Number] days of the Effective Date of this Agreement.

(b) **Tax Treatment**: The Settlement Amount shall be allocated as follows:
- [Amount] as wages, subject to all applicable payroll taxes and withholdings, and reported on an IRS Form W-2.
- [Amount] as non-wage compensation for emotional distress and other non-wage damages, reported on an IRS Form 1099.

**2. General Release**

(a) **Release by Plaintiff**: In consideration of the payments and benefits provided herein, Plaintiff, on behalf of herself and her heirs, executors, administrators, successors, and assigns, hereby releases and forever discharges Defendants and their respective officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, causes of action, and liabilities of any kind whatsoever, whether known or unknown, arising out of or related to Plaintiff's employment with Defendants and the termination thereof, including but not limited to any claims under Title VII, NYSHRL, NYCHRL, and any other federal, state, or local law.

(b) **Release by Defendants**: In consideration of the mutual promises and covenants set forth herein, Defendants, on behalf of themselves and their respective officers, directors, employees, agents, affiliates, successors, and assigns, hereby release and forever discharge Plaintiff from any and all claims, demands, causes of action, and liabilities of any kind whatsoever, whether known or unknown, arising out of or related to Plaintiff's employment with Defendants and the termination thereof.

**3. No Admission of Liability**

The Parties agree that this Agreement is not an admission of liability by any party and shall not be construed as such. Defendants expressly deny any liability or wrongdoing in connection with Plaintiff's employment and termination.

**4. Confidentiality**

The Parties agree to keep the terms and conditions of this Agreement confidential and shall not disclose them to any third party, except as required by law or as necessary to enforce the terms of this Agreement.

**5. Non-Disparagement**

The Parties agree not to make any statements, written or verbal, that disparage or defame the other party. This provision does not apply to truthful statements made in legal or administrative proceedings or as otherwise required by law.

**6. Governing Law**

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

**7. Entire Agreement**

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

**8. Severability**

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

**9. Amendment**

This Agreement may not be amended or modified except by a written agreement signed by both Parties.

**10. Counterparts**

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

**IN WITNESS WHEREOF**, the Parties have executed this Settlement Agreement and Release as of the dates set forth below.

**[Plaintiff's Name]**
Date: ___________________
Signature: ___________________

**[Defendant Hospital's Name]**
Date: ___________________
Signature: ___________________
Name: ___________________
Title: ___________________

**[Defendant Staffing Agency's Name]**
Date: ___________________
Signature: ___________________
Name: ___________________
Title: ___________________

---

Please ensure that you fill in the placeholders (e.g., [Plaintiff's Name], [Defendant Hospital's Name], [Defendant Staffing Agency's Name], [Case Number], [Settlement Amount], [Payment Amount 1], [Payment Amount 2], [Number] days, [State], [Date], [Name], [Title], etc.) with the appropriate information specific to your case.

## Settlement Agreement 2

# SETTLEMENT AND RELEASE OF CLAIMS AGREEMENT

This Settlement and Release of Claims Agreement ("**Agreement**") is entered into by and between [DEFENDANT HOSPITAL], a [STATE OF INCORPORATION OR LOCATION] [TYPE OF ENTITY] ("**Employer**"), on behalf of itself, [its parent[s], subsidiaries, and other corporate affiliates], its joint employers, professional employer organizations (PEOs), and staffing agencies, and [its/each of their respective] [present and former] employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as "**Employer Group**"), and [PLAINTIFF NAME] ("**Employee**") [residing at [EMPLOYEE'S ADDRESS]] (Employer [Group] and Employee are collectively referred to as "**Parties**"), as of [DATE] ("**Execution Date**").

WHEREAS, Plaintiff, a certified medical assistant (certified phlebotomy technician), has filed a complaint against Defendants Hospital and Staffing Agency alleging unlawful termination in violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§2000e, the NY State Human Rights Law (“NYSHRL”) and the New York City Human Rights Law (“NYCHRL”) on false and pre-textual grounds, setting forth that the termination was motivated solely by her pregnancy, and;

WHEREAS, Employer Group has denied every allegation of wrongdoing contained in Employee's Complaint filed in the [COURT], [DOCKET NUMBER] (the "**Action**") and in any other papers filed or served by or on behalf of Employee in this matter or before any court or administrative agency;

WHEREAS, the [Court/[ADMINISTRATIVE AGENCY]/Arbitrator] has made no findings as to the merits of the Action;

WHEREAS, the Parties desire to resolve the Action without further litigation or adjudication;

NOW, THEREFORE, in consideration of the promises and obligations set forth in this Agreement, the Parties agree as follows:

1. **No Admission of Liability.** Nothing in this Agreement shall be construed as an admission by Employer [Group] of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation. Employer [Group] specifically disclaims and denies any wrongdoing or liability to Employee.

2. **Payment.** In consideration of Employee's execution of and compliance with this Agreement, including Employee's waiver and release of claims, Employer [Group] agrees to provide the following benefits to which Employee is not otherwise entitled, provided that Employee has not revoked this Agreement in accordance with its terms:
(a) Payment of $[AMOUNT], less all relevant taxes and other withholdings, in full satisfaction of all claims Employee may have for alleged lost wages, back pay, front pay, or benefits, to be paid to Employee. Employer [Group] shall issue a Form W-2 to Employee for this amount.
(b) Payment of $[AMOUNT] in full satisfaction of all claims Employee may have for alleged non-economic damages, including any alleged emotional distress and other compensatory damages, to be paid to Employee. Employer [Group] shall issue a Form 1099-MISC to Employee for this amount.
(c) Payment of $[AMOUNT] in full satisfaction of all claims Employee may have for attorneys' fees and disbursements, to be paid directly to Employee's counsel, [NAME]. Employer [Group] shall issue a Form 1099-MISC to each of Employee and Employee's counsel for this amount.

The payments outlined in this Section 2 shall be paid in a lump sum and delivered to [NAME] and [METHOD OF PAYMENT DETAILS] within [NUMBER] [days/weeks/months] following the Effective Date as defined in Section 10.

Notwithstanding anything to the contrary, Employer's obligations to make any payments (or other benefits) under this Agreement are expressly conditioned on Employee's counsel delivering to Employer a signed Stipulation of Dismissal with Prejudice of the Action.

Employee agrees and acknowledges that Employer [Group] and its counsel have not made any representations to Employee regarding the tax consequences of any payments or amounts received by Employee pursuant to this Agreement. Employee agrees to indemnify Employer [Group] against the payment of any taxes, interest, penalties, and other liabilities or costs that may be assessed on the settlement payments.

3. **General Release and Waiver of Claims.** In exchange for the consideration provided by Employer [Group] in this Agreement, Employee and Employee's heirs, executors, representatives, administrators, agents, and assigns (collectively the "Releasors") irrevocably and unconditionally fully and forever waive, release, and discharge Employer [Group], including Employer's parents, subsidiaries, affiliates, predecessors, successors, joint employers, and assigns, and each of its and their respective agents, officers, directors, employees, shareholders, trustees, partners, and other related persons or entities, in their corporate and individual capacities (collectively, the "Released Parties"), from any and all claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys' fees) of any kind whatsoever, whether known or unknown (collectively, "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 Employee's hire, benefits, employment, termination, or separation from employment with Employer [Group] 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 Employee's execution of this Agreement, including, but not limited to:
(a) 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 Age Discrimination in Employment Act (ADEA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), all state and local laws that may be legally waived, 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 shall not limit the scope of this general release in any manner;
(b) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, paid leave, vacation, sick pay, or severance;
(c) any and all claims arising under tort, contract, or quasi-contract law, including but not limited to claims of breach of an express or implied contract, tortious interference with a contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, violation of biometric privacy laws, nonphysical injury, personal injury or sickness, or any other harm, wrongful or retaliatory discharge, fraud, defamation, false imprisonment, and negligent or intentional infliction of emotional distress; and
(d) any and all claims for monetary or equitable relief, including but not limited to attorneys' fees and costs, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties.

However, this general release and waiver of claims excludes, and Employee does not waive, release, or discharge:
(i) claims that cannot be waived by law, such as claims for unemployment benefit rights and workers' compensation;
(ii) any right to file an unfair labor practice (ULP) charge under the National Labor Relations Act (NLRA) or participate or assist in proceedings before the National Labor Relations Board (NLRB);
(iii) indemnification rights Employee has against Employer; and
(iv) 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.

This general release and waiver of claims also excludes, and Employee does not waive, release, or discharge:
(AA) the right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by or before, or provide information to any Government Agencies about workplace conditions or a possible violation of law, without the need to provide advance notice to Employer [Group]; and
(BB) the right to seek or receive a monetary award from a government-administered whistleblower award program, except that Employee waives any right to monetary relief related to any charge or administrative complaint with the Equal Employment Opportunity Commission (EEOC) or any state or local fair employment practices agency.

"Government Agencies" means the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), the Equal Employment Opportunity Commission (EEOC), the Occupational Safety and Health Administration (OSHA), or any other federal, state, or local governmental regulatory or law enforcement agency.

If Employee applies for unemployment benefits, Employer [Group] shall not proactively contest it. However, Employer [Group] will respond truthfully and completely to any inquiries by the applicable state unemployment insurance agency or Department of Labor concerning the termination of Employee's employment.

4. **Withdrawal and Stipulation of Dismissal.** In exchange for the receipt of payments made to Employee pursuant to the terms of this Agreement, the receipt and sufficiency of which is acknowledged, Employee shall request to withdraw, in writing and with prejudice, the Action and all allegations, claims, charges, actions, complaints, lawsuits, appeals, and proceedings that Employee has instituted against Employer [Group], including, but not limited to, the Action. Employee shall file and deliver to Employer's counsel within [NUMBER] days of signing this Agreement a Stipulation of Dismissal with Prejudice attached to this Agreement. Employer's obligations under this Agreement are expressly conditioned on the [NAME OF COURT]'s order dismissing the Action with prejudice.

5. **Confidentiality.**
(a) **Confidentiality of Agreement.** Employee represents, warrants, and confirms that Employee has not disclosed or discussed, orally or in writing, the negotiations and discussions leading to this Agreement, the existence of this Agreement, or any of its terms or conditions with any person, organization, or entity other than Employee's spouse or domestic partner, attorney, or tax advisor. Employee agrees to maintain confidentiality, except as required by law, regarding Employee's allegations in the Action, all matters concerning Employee's employment with Employer [Group] that were at issue in the Action, the negotiations and discussions leading to this Agreement, and the existence and substance of this Agreement, including the amount paid under this Agreement, except that Employee may disclose this Agreement to Employee's spouse or domestic partner, attorney, and tax advisor. On receipt of an inquiry regarding the Action or this Agreement from someone other than Employee's spouse or domestic partner, attorney, or tax advisor, the Parties shall state only that "the matter has been resolved." If Employee is required by law or pursuant to a subpoena to disclose information regarding the Action or this Agreement, Employee agrees to promptly provide written notice to [NAME] at [EMPLOYER NAME], [EMPLOYER ADDRESS/EMPLOYER EMAIL ADDRESS/OTHER NOTICE METHOD].

6. **Knowing and Voluntary Acknowledgement/Effective Date.** Employee specifically agrees and acknowledges that:
(a) Employee has read this Agreement in its entirety and understands all of its terms;
(b) By this Agreement, Employee has been advised to consult with an attorney before executing this Agreement, and has consulted with such counsel as Employee deemed necessary;
(c) Employee knowingly, freely, and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release, and covenants contained herein;
(d) Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which Employee is otherwise entitled; and
(e) Employee is not waiving or releasing rights or claims that may arise after Employee executes this Agreement.

This Agreement shall not become effective until the eighth (8th) day after Employee signs, without revoking, this Agreement (the "Effective Date"). No payments due to Employee under this Agreement shall be made or begin before the Effective Date.

7. **Non-Disparagement.** Employee agrees and covenants that Employee will not make, publish, or communicate defamatory or disparaging remarks, comments, or statements concerning any of Employer [Group]'s products or services. Employee agrees and covenants that Employee shall not at any time make, publish, or communicate to any person or entity or in any public forum any maliciously false, defamatory, or disparaging remarks, comments, or statements concerning Employer [Group] or its businesses, or any of its employees, officers, or directors, and its existing and prospective customers, suppliers, investors, and other associated third parties, now or at any time in the future. This Section does not in any way restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement, including the right to report possible securities law violations to the SEC, without notice to the Employer [Group], and rights under the National Labor Relations Act (NLRA), including the right to file unlawful labor practice (ULP) charges or participate, assist, or cooperate in ULP investigations, and rights under applicable state law. This Section also does not prevent the Employee from complying with any applicable law or regulation or a valid order from 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.

8. **Successors and Assigns.** Employer [Group] may freely assign this Agreement at any time. This Agreement shall inure to the benefit of Employer [Group] and its successors and assigns. Employee shall not assign this Agreement in whole or in part. Any purported assignment by Employee shall be null and void from the initial date of the purported assignment.

9. **Governing Law, Jurisdiction, and Venue.** This Agreement and all matters arising out of or relating to this Agreement and Employee's employment by Employer, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of [STATE] 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 shall be brought only in any state or federal court located in the state of [STATE], county of [COUNTY]. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

10. **Entire Agreement.** Unless specifically provided herein, this Agreement contains all of the understandings and representations between Employer [Group] and Employee relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter; provided, however, that nothing herein modifies, supersedes, voids, or otherwise alters Employee's confidentiality, non-compete, and any other agreements surviving an employment termination with Employer [Group], which remain in full force and effect. In the event of any inconsistency between this Agreement and any other agreement between Employee and Employer [Group], the statements in this Agreement shall control.

11. **Acknowledgment of Full Understanding.** EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EMPLOYEE'S CHOICE BEFORE SIGNING THIS AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE'S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE EMPLOYER [GROUP] FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.

[DEFENDANT HOSPITAL]

By ___________________________
Name: [NAME OF AUTHORIZED OFFICER]
Title: [TITLE OF AUTHORIZED OFFICER]

EMPLOYEE

Signature: ___________________________
Print Name: ___________________________