NON-DISPARAGEMENT
Other Names: Covenant Not To Disparage • Non-Disparage • Disparagement
Sample Clause Language:
[PARTY B] agrees that [during the Term and thereafter] [for a period of NUMBER years after the termination of this Agreement], [PARTY B] shall not [intentionally, knowingly, or willingly] make any statements or comments [(whether orally, electronically, or in writing including, without limitation, via email, on the internet or on social media)] that reasonably could be considered to shed an adverse light on the business or reputation of the Company or any of its subsidiaries, affiliates or licensees, or any of their officers, directors or employees[, or their existing and prospective customers, suppliers, investors, and other associated third parties]; provided, however, the foregoing limitation shall not apply to (i) compliance with legal process or subpoena, or (ii) statements in response to an inquiry from a court or regulatory body.
Source: Based on Ralph Polo Lauren Corp. (2020, May 27). Form 10-K. Retrieved from SEC EDGAR website http://www.sec.gov/edgar.shtml
Description:
Non-Disparagement clauses restrict a party from negatively portraying the other party publicly. The sample clause here is unilateral and drafted in favor of Party A. Party B is restricted from making any negative statements about Party A and its subsidiaries, affiliates, etc. The clause includes (1) an optional knowledge qualifier (favorable to Party B) and (2) an exception for disclosure required by law.
Common Contracts with this Clause:
- Settlement Agreements
- Separation Agreements
- Severance Agreements
- Employment Agreements
- Stock Agreements
What you'll see with Lawgood:
Two (2) Alternative Positions
- Unilateral
- Mutual
Draft better contracts with Lawgood.