A mutual nondisparagement clause is an agreement between parties where each agrees not to make negative or disparaging statements about the other. This clause is designed to protect the reputation of both parties by preventing harmful public comments or criticisms.
Mutual Nondisparagement. Subject to the exceptions set forth in Section 19.J entitled Protected Activity Not Prohibited, each Party hereby covenants and agrees that it shall not, and shall not permit any of its representatives to make any public statement that undermines, disparages or otherwise reflects detrimentally on the other Party, the other Party’s current or former directors in their capacity as such, officers or employees (including with respect to such persons’ service at the other party), the other Party’s subsidiaries, or the business of the other Party’s subsidiaries or any of its or its subsidiaries’ current directors, officers or employees, including the business and current or former directors, officers and employees of the other party’s controlled Affiliates, as applicable. For the avoidance of doubt, the restrictions in this Section 13 include any disparagement, defamation, libel, or slander of any of the Releasees and agreement to refrain from any tortious interference with the contracts and relationships of any of the Releasees. The restrictions in this Section 13 shall not (a) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. For purposes of clarification, this Section 13 shall not prohibit Consultant from communicating with his attorneys, accountants, or financial advisors in a manner that (w) is consistent with ordinary course communications, (x) is not intended to result in a public dissemination, and (y) does not otherwise violate any applicable laws.
The Employment Agreement contains restrictive covenants, which provide for perpetual confidentiality and mutual nondisparagement; restrictions on interfering with customers and employees while employed and for one year and two years thereafter, respectively, and restrictions on competing with the Company’s business while employed and for one year thereafter.
Mutual Nondisparagement. Employee agrees that he will not disparage the Company or its affiliates or its or their products, programs, directors, officers, successors or assigns, with any written or oral statement. The Company agrees to instruct its current directors and executive officers to not disparage Employee with any written or oral statement. Nothing in this paragraph shall prohibit the parties from providing truthful information in response to a subpoena or other legal process.
MUTUAL NONDISPARAGEMENT. You and the Company each agree not to disparage each other, or the Company’s officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that each may respond accurately and fully to any question, inquiry or request for information when required by legal process. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain you in any manner from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation.
Mutual Nondisparagement. Employee agrees to refrain from any disparagement, defamation, libel, or slander of the Company and its officers, directors and employees, and agrees to refrain from any tortious interference with the contracts and relationships of the Company. The Company agrees to instruct employees, officers, and directors of the Company and its subsidiaries and affiliates to refrain from any disparagement, defamation, libel, or slander of Employee, and agrees to refrain from any tortious interference with the contracts and relationships of Employee. Notwithstanding the foregoing, nothing in this Agreement shall prevent Employee or the Company from responding accurately and fully to any question, inquiry or request for information when response is required by legal process.
Mutual Nondisparagement: You agree that, both during and at all times following the Advisor Period, you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. The Company agrees that, both during and at all times following the Advisor Period, its current officers and directors, for so long as they are officers and directors of the Company, will not disparage you with any written or oral statement. Nothing in this section shall prohibit you or the Company from providing truthful information in response to a subpoena or other legal process.
Mutual Nondisparagement. The Parties agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the other Party. Further, the Parties agree not to engage in any act after execution of this Agreement that is intended to, or may reasonably be expected to, harm the reputation, business, prospects or operations of the other Party, unless otherwise privileged to do so by law.
Mutual Nondisparagement. Executive agrees that Executive will not in the future: (i) talk about or otherwise communicate by any means to any third party in a malicious, disparaging or defamatory manner regarding the Company (including but not limited to its products and services) or any of the Company’s employees, executives, or members of the Board of Directors of the Company (the “Company Related Parties”); (ii) make or authorize to be made any oral or written statement that may disparage or damage the reputation of the Company (including but not limited to its products and services) or the reputation of any of the Company Related Parties; and (iii) talk or otherwise communicate by any means to any third party in any manner likely to be harmful to the Company (including but not limited to its products and services), any of the Company Related Parties, or their business, business reputation or personal reputation; provided that Executive may respond accurately and fully to any question, inquiry or request for information when required by legal process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government investigation. The Company agrees that it will direct its officers and directors to refrain from: (i) talking about or otherwise communicating by any means to any third party in a malicious, disparaging or defamatory manner regarding Executive; (ii) making or authorizing to be made any oral or written statement that may disparage or damage the reputation of Executive; and (iii) talking or otherwise communicating by any means to any third party in any manner likely to be harmful to Executive, his business reputation or his personal reputation; provided that individuals may respond accurately and fully to any question, inquiry or request for information when required by legal process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government investigation.
Mutual Nondisparagement. Effective as of the Separation Date, the Company agrees that its executives, officers and directors shall not disparage you in any manner that would be harmful to your business, business reputation or personal reputation, and you agree not to disparage the Company, its officers, directors, employees and stockholders, in any manner likely to be harmful to its or their business, business reputation, or personal reputation; provided that you and the Company will respond accurately and fully to any request for information if required by legal process or in connection with a government investigation. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain you in any manner from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation.
Mutual Nondisparagement. You agree not to disparage the Company and its officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputations or personal reputations. The Company likewise agrees to direct its officers and directors not to disparage you in any manner likely to be harmful to your personal or business reputation. Notwithstanding the foregoing, all parties may respond accurately and fully to any question, inquiry or request for information when required by legal process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government investigation. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain the parties in any manner from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation.
MUTUAL NONDISPARAGEMENT. A. Employee represents and warrants that since receiving this Agreement, she (i) has not made, and going forward will not make, disparaging, defaming or derogatory remarks about the Company or its products, services, business practices, directors, officers, managers or employees to third parties; nor (ii) taken, and going forward will not take, any action that may impair the relations between the Company and its vendors, customers, employees, or agents or that may be detrimental to or interfere with, the Company or its business. Nothing in this section nor in this Agreement is intended, nor shall be construed, to prohibit Employee from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency referenced in paragraph 3A, or with complying with terms of a lawfully issued subpoena or sworn testimony in litigation. B. Members of the Company’s Board of Directors and its executive officers shall not make any disparaging, defaming or derogatory remarks about Employee to third parties. Further, the Company hereby agrees to instruct its current and future management employees to comply with the same restrictions. Nothing in this section nor in this Agreement is intended, nor shall be construed, to prohibit these individuals from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency referenced in paragraph 3A, or with complying with terms of a lawfully issued subpoena or sworn testimony in litigation.
Mutual Nondisparagement. Smith agrees and covenants that he shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or maliciously false, or disparaging remarks, comments, or statements concerning the Hagerty Group, its businesses, Board of Directors, current Chief Executive Officer and those who currently report directly to the Chief Executive Officer.
Mutual Nondisparagement. From the Effective Date of this Agreement and surviving any termination for any reason, the Company nor the Executive will not disparage or defame, whether orally or in writing, whether directly or indirectly, whether truthfully or falsely, and whether acting alone or through any other person, the Company or its affiliates or their respective current or former directors, officers, employees, agents, successors or assigns (both individually or in their official capacities with the Company or its affiliates). Notwithstanding the foregoing, nothing in this Agreement shall be construed to prohibit or limit Executive from reporting suspected violations of law to any governmental authority or from providing truthful testimony when compelled to do so by valid legal process.
Mutual Nondisparagement. Each Party agrees to refrain from any disparagement, defamation, libel, or slander of the other Party, and agrees to refrain from any tortious interference with the contracts and relationships of the other Party.
Mutual Nondisparagement. Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Released Parties or their business, whether oral or in writing, including any social media or website posts. The Released Parties agree to refrain from any disparagement, defamation, libel, or slander of Executive, whether oral or in writing, including any social media or website posts.
Mutual NonDisparagement. You agree not to make any disparaging statements (including through social media) concerning Brightcove or any of its affiliates or current or former officers, directors, shareholders, employees or agents. You further agree not to take any actions or conduct yourself in any way that would reasonably be expected to affect adversely the reputation or goodwill of Brightcove or any of its affiliates or any of its current or former officers, directors, shareholders, employees or agents. The Company’s current directors, officers and senior executives reporting directly to you will be instructed not to make any oral or written disparaging statements outside the Company (including through social media) about you. These mutual non-disparagement obligations shall not in any way limit you or any other person’s obligation to testify truthfully in any legal or administrative proceeding.
Mutual nondisparagement is a clause often found in contracts that prevents both parties from making negative statements about each other. The clause is designed to protect the reputation of the entities involved and to ensure that the relationship between them remains positive or at least neutral, even after the contract has ended.
You should consider using a mutual nondisparagement clause in any agreement where the reputation of the involved parties is a significant concern. Common scenarios include:
When drafting a mutual nondisparagement clause, it should be clear, specific, and balanced to protect both parties equally. Here’s a basic example:
“The Parties agree that neither shall make, publish, nor communicate to any person or entity or in any public forum any disparaging or defamatory comments, whether written or oral, about the other Party. Both Parties acknowledge that this clause is mutual and apply equally to both Parties.”
In writing the clause, consider:
Mutual nondisparagement clauses are commonly found in:
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