Most people focus on the money and the non-compete when reviewing a severance agreement. But there's another clause that often gets overlooked — the cooperation clause — and it can require significant time and effort from you long after you've left.
A cooperation clause is a contractual obligation that requires you to assist your former employer after your employment ends. It typically covers things like:
In plain English: even after you're gone and have your severance in hand, you may be required to respond to your former employer's calls and requests — potentially for years.
Employers include cooperation clauses because departing employees often carry institutional knowledge that the company may need later — particularly in the context of litigation, regulatory investigations, or audits. Senior employees, those in finance, legal, compliance, or operations roles are especially likely to encounter broad cooperation clauses.
The broader the language, the more it can require of you. A narrow clause might only require you to transition your work to a successor during a brief transition period. A broad clause might require you to:
Pay close attention to the phrase "reasonably requested." Courts generally interpret this broadly in favor of employers. What seems reasonable to your former employer may feel very disruptive to your life and new job.
Some cooperation clauses are time-limited (e.g., 12 or 24 months). Others have no end date and can theoretically require cooperation indefinitely. Perpetual cooperation clauses — especially combined with broad scope — are worth pushing back on.
A well-drafted cooperation clause should include a provision that your former employer will reimburse you for reasonable out-of-pocket expenses incurred in cooperating — travel, accommodations, and similar costs. Some agreements also provide for reasonable hourly compensation if the cooperation requires significant time.
If your agreement's cooperation clause doesn't mention expense reimbursement at all, that's a red flag worth raising.
If the cooperation clause is broad and open-ended, it could create conflicts with your new employer. Being called to provide testimony or spend days responding to a former employer's requests is disruptive — and your new employer may not be understanding about it.
Yes. Common approaches:
Refusing to honor a cooperation clause can be considered a breach of your severance agreement — potentially allowing your employer to seek return of severance payments or sue you for damages. In practice, enforcement depends heavily on how important your cooperation is to the matter at hand and the resources your former employer is willing to commit to enforcement.
If you're concerned about an unusually broad cooperation clause, consult an employment attorney before signing.
We'll read your entire severance agreement and explain the cooperation clause in plain English — what you're agreeing to, for how long, and what you should consider pushing back on.
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