Non-Disparagement Clause

Get free proposals from vetted lawyers in our marketplace.

GET FREE PROPOSALS
No upfront payment required. Pay only if you hire.
Home Contract Clauses Non-Disparagement Clause

Jump to Section

Non Disparagement Clause Defined

Non-disparagement clauses prevent parties from making derogatory comments about the other. In the context of employment, non-disparagement clauses can apply to the employer, employee, or both. These clauses typically define what the other cannot say and for how long after resignation or termination.

Non Disparagement Clause Explained

Non-disparagement clauses don’t fall under the first amendment since injurious speech is not protected. For example, if an employee posts disparaging comments online after signing a non-disparagement agreement, the employer can sue for breach of contract.

Employment Contracts

Non-disparagement clauses in employment contracts are legal as long as they meet the Equal Employment Opportunity Commission (EEOC) requirements. If employees refuse to sign, employers can choose to discontinue employment.

This article also explains non-disparagement clauses.

Purpose of a Non Disparagement Clause

The purpose of a non-disparagement clause is to protect a company from someone making negative comments about them to another party. Since a company’s goodwill and reputation affect its value, a non-disparagement clause supports these elements’ continued success.

Non Disparagement Clause Examples

Examples of non-disparagement clause use include:

  • Example 1: Preventing employees from making derogatory remarks
  • Example 2: Limiting business associates from making public comments
  • Example 3: Stopping your ex-spouse from making statements in front of kids
  • Example 4: Using non-disparagement clauses in separation agreements
  • Example 5: Inhibiting employees from discussing non-compete agreements

Here is another article about non-disparagement clauses with examples.

Non Disparagement Clause Samples

Sample 1 - Employment Contract:

Non-Disparagement. During the term of Executive’s employment, and thereafter, Executive shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding the Corporation, its Subsidiaries, or its or their officers, directors, employees, stockholders, representatives, or agents. The Corporation shall, except to the extent otherwise required by applicable laws, rules, or regulations or as appropriate in the exercise of the Board’s fiduciary duties (as determined by the Board with advice of counsel), exercise reasonable efforts to cause the following individuals to refrain from making any disparaging statements, orally or in writing, regarding Executive from and after the termination of the Employment Period: the Corporation’s executive officers and the members of the Board.

Reference:

Security Exchange Commission - Edgar Database, EX-10.5 6 d453783dex105.htm EX-10.5, Viewed April 5, 2021, < https://www.sec.gov/Archives/edgar/data/1519401/000119312517275682/d453783dex105.htm >.

Sample 2 – Confidentiality and Non-Competition Agreement:

Non-Solicitation; Non-Disparagement. During the term of Employee’s employment with the Company and for the two (2) year period following the termination of Employee’s employment with the Company for any or no reason, Employee will not, and Employee will cause his Affiliates to not, directly or indirectly: (i) solicit for employment, or employ any person who, at the time of such solicitation or employment, is an employee or independent contractor of the Company or its Affiliates or was employed or engaged by the Company or its Affiliates during the twelve month period prior to the solicitation or employment or induce or attempt to induce any person to terminate his employment or engagement with the Company or its Affiliates; (ii) do business with or solicit Customers of the Company or its Affiliates, or engage in any activity intended to terminate, disrupt or interfere with the Company or its Affiliate’s relationships with their Customers; or (iii) engage in any conduct or make any statement disparaging or criticizing the Company or its Affiliates, or any products or services offered by the Company or its Affiliates.

Reference:

Security Exchange Commission - Edgar Database, EX-10.20 26 dex1020.htm FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, Viewed April 5, 2021, < https://www.sec.gov/Archives/edgar/data/1383825/000119312509022488/dex1020.htm >.

Sample 3 – Employment Agreement:

Non-Disparagement. During and after any employment with the Company, regardless of how, when or why such employment ends, (a) you shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or its subsidiaries or affiliates, any of their clients or businesses or any of their current or former officers, directors, employees or shareholders and (b) Company Parties (as defined below) shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning you; provided, however, that nothing herein shall prohibit (i) critical communications between you and the Company or Company Parties during the Initial Term and any Renewal Term and in connection with your employment or (ii) you or any Company Party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process). For purposes of this Agreement, the term “Company Parties” shall mean the executive officers and designated spokespersons of the Company.

Reference:

Security Exchange Commission - Edgar Database, EX-10.1 2 ex10-1.htm EMPLOYMENT AGREEMENT BETWEEN BARNES & NOBLE, INC. AND RONALD D. BOIRE, Viewed April 5, 2021, < https://www.sec.gov/Archives/edgar/data/890491/000095015715000744/ex10-1.htm >.

Common Contracts with Non Disparagement Clauses

Common contracts with non-disparagement clauses include:

Check out this non disparagement clause example.

Non Disparagement Clause FAQs

Non-disparagement clauses are complicated and nuanced. Below, please find the answers to some common non-disparagement clause FAQs to help you understand them better:

Are non-disparagement agreements enforceable?

Non-disparagement clauses are enforceable in specific situations and according to the laws in your state. They are only illegal if they are unduly burdensome or overarching, especially within the context of employment law.

What qualifies as disparagement?

Disparagement is any comment, remark, or state, in writing or verbally, that falsely or injuriously harms a company. Disparaging comments hurt the brand perception and profitability. Companies can file a claim against their detractors when an enforceable disparagement clause exists.

Employment lawyers can help you determine if your situation qualifies for disparagement violation claims.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Meet some lawyers on our platform

Faryal A.

376 projects on CC
CC verified
View Profile

Kristen R.

55 projects on CC
CC verified
View Profile

Edward B.

73 projects on CC
CC verified
View Profile

Lori B.

187 projects on CC
CC verified
View Profile

Meet some of our Lawyers

Daliah S. on ContractsCounsel
View Daliah
5.0 (1)
Member Since:
September 1, 2021

Daliah S.

Principal Attorney
Free Consultation
Chicago, IL
22 Yrs Experience
Licensed in IL
University of Illinois College of Law

Daliah Saper operates a cutting-edge internet and social media law practice that regularly leads local and national media outlets to solicit her commentary on emerging internet law issues involving cyberbullying, sexting, catfishing, revenge porn, anonymous online defamation, domain name and user-name squatting, privacy, and the latest business decisions made by social media platforms such as Facebook, Twitter and YouTube. As a litigator Daliah represents companies bringing or defending business and intellectual property disputes. (She has argued cases in a number of jurisdictions including taking a case all the way to the Illinois Supreme Court.) As a transactional lawyer she helps clients choose the right business entity, drafts contracts and licensing agreements, advises on sweepstakes and contest rules, and ensures website terms of use and privacy policies are compliant, and provides comprehensive trademark and copyright counseling. Since founding Saper Law Offices in 2005, Daliah has been named a 40 Under 40 by Law Bulletin Publishing Co., a top Media & Advertising attorney by Super Lawyers Magazine 14 years in a row, and has been repeatedly recognized as a leading media and entertainment lawyer by Chambers and Partners. For the past eleven years, she also has taught entertainment and social media law at Loyola University Chicago School of Law.

Recent  ContractsCounsel Client  Review:
5.0

"Excellent! I couldn't be more satisfied with their professionalism and prompt service."

Alen A. on ContractsCounsel
View Alen
5.0 (13)
Member Since:
August 26, 2021

Alen A.

Attorney
Free Consultation
Los Angeles, CA
19 Yrs Experience
Licensed in CA
University of West Los Angeles

Alen Aydinian is a seasoned real estate attorney with a wealth of experience in handling transactional matters, real estate transactions, and lease agreements. As a licensed real estate broker, Alen Aydinian brings a unique perspective to the table, allowing clients to benefit from both legal expertise and practical industry knowledge. He is a trusted advisor in the realm of real estate transactions and lease agreements. Whether representing buyers, sellers, landlords, or tenants, Alen Aydinian is committed to providing strategic counsel and dedicated advocacy every step of the way. Clients rely on him for sound legal guidance, proactive problem-solving, and unwavering support throughout the transaction process.

Recent  ContractsCounsel Client  Review:
5.0

"I contracted Alen for a commercial lease review. I couldn't be happier with the results, as he exceeded my expectations. He completed the project 2 days ahead of the estimated timeframe, gave me high quality feedback, and suggested alternate language. We had a call at the end and he answered all of my questions in detail. Incredible value. I'm so happy I chose Alen, and I definitely recommend him to anyone else needing legal assistance."

Garrett M. on ContractsCounsel
View Garrett
5.0 (12)
Member Since:
August 30, 2021

Garrett M.

Attorney
Free Consultation
Dexter, MO
10 Yrs Experience
Licensed in MO, TX
University of Texas

I am a solo practitioner with a practice mostly consisting of serving as counsel to start-ups and small business owners and investors. With a practical business background, I aim to bring practical, business minded solutions to my client's legal problems and pride myself on efficient yet effective work.

Recent  ContractsCounsel Client  Review:
5.0

"Garrett was extremely professional, attentive, and adhered to the very tight deadlines we had set. I would like to highlight that, in addition to completing the task assigned to him, he took the initiative to research all parties involved in the contract to provide us with the best possible support. We are very satisfied and look forward to working with him again."

Alex M. on ContractsCounsel
View Alex
Member Since:
August 26, 2021

Alex M.

Attorney
Free Consultation
Los Angeles, California
15 Yrs Experience
Licensed in CA
Southwestern Law School

Mr. Mehdipour attended the University of California San Diego where he received his degree in political science. After graduating from UCSD, Mr. Mehdipour attended Southwestern University School of Law where he received his JD. Upon passing the bar, Mr. Mehdipour gained invaluable experience both in a law firm and business setting. Mr. Mehdipour uses his prior business and legal experiences to negotiate the most advantageous results for his clients.

Nicholas A. on ContractsCounsel
View Nicholas
Member Since:
August 28, 2021

Nicholas A.

Founder, Victrix Legal LLC
Free Consultation
Buffalo, NY
5 Yrs Experience
Licensed in NY
Liberty University School of Law

I help small business owners build and protect their dreams. I always thought that I would just be a litigator. Then I joined an intellectual property clinic in law school. We were helping nonprofits and small businesses reach their goals. I fell in love with the work and decided to open my own firm so I could keep helping them. When I decided to start Victrix Legal, I decided that it would be a modern law firm designed to serve professionals. It would be different from every other law firm. In my experience, my law firms are designed to promote inefficiency and reactionary lawyering. Because in most firms, you make more money when you spend more time on a project. And you lose money if your client doesn't get sued. In my opinion, that's a built-in conflict of interest. My firm is different. I use flat fees for most basic projects to keep costs predictable for you and incentivize efficiency. I offer long-term advisory plans and legal audits to prevent issues from happening. I want my clients to see me as their business partner, not just the guy they call when they are in trouble. If any of that interests you, please reach out to me. I offer free consultations. Let's set aside some time and talk about what your legal needs are.

Gerald W. on ContractsCounsel
View Gerald
Member Since:
August 28, 2021

Gerald W.

Attorney
Free Consultation
Round Rock, Texas
12 Yrs Experience
Licensed in IL, TX
Valparaiso University School of Law

My clients know me as more than just an attorney. First and foremost, my background is much broader than that. Prior to attending the Valparaiso University School of Law, I earned a Master of Business Administration and ran a small business as a certified public accountant. Thanks to this experience, I possess unique insight which in turn allows me to better assist my clients with a wide range of business and tax matters today. In total, I have over 20 years of experience in financial management, tax law, and business consulting, and I’m proud to say that I’m utilizing the knowledge I’ve gained to assist the community of Round Rock in a variety of ways. In my current practice, I provide counsel to small to medium-sized businesses, nonprofit organizations, and everyday individuals. Though my primary areas of practice are estate planning, elder law, business consulting, and tax planning, I pride myself on assisting my clients in a comprehensive manner. Whenever I take on a new client, I make an effort to get to know them on a personal level. This, of course, begins with listening. It is important that I fully understand their vision so I can help them successfully translate it into a concrete plan of action that meets their goals and expectations. I appreciate the individual attributes of each client and know firsthand that thoughtful, creative, and customized planning can maximize both financial security and personal happiness. During my time as a certified public accountant, I cultivated an invaluable skill set. After all, while my legal education has given me a deep understanding of tax law, I would not be the tax attorney I am today without my background in accounting. Due to my far-reaching experience, I am competent in unraveling even the most complex tax mysteries and disputes. My CPA training benefits my estate planning practice, too. In the process of drafting comprehensive wills and trusts, I carefully account for every asset and plan for any tax burdens that may arise, often facilitating a much smoother inheritance for the heirs of my clients. Prior to becoming certified as a CPA, I made sure to establish a solid foundation in business both in and out of the classroom, and the acumen I’ve attained has served me well. Not only am I better able to run my own practice than I otherwise would be; I am able to help other small business owners fulfill their dreams, as well.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review
CONTRACT lawyers by city

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Find lawyers and attorneys by city