nondisparagement

Nondisparagement is a contractual provision that prohibits a party from making disparaging remarks about another party, its products, services, or conduct. It is typically part of settlement agreements, severance packages, mergers, or vendor contracts. It differs from nondisclosure, which restricts sharing confidential information; nondisparagement targets public statements that could harm reputation.

The scope usually specifies who is bound, what statements are prohibited, and the duration and geographic reach. Prohibited statements may include negative comments in person, press interviews, or social media posts. Many clauses allow truthful statements in legal proceedings or disclosures required by law and may include carve-outs for responding to inquiries.

Key features often include carve-outs for permitted disclosures, whistleblower protections, and narrow definitions of disparagement. Some agreements permit limited communication about the contract itself or to enforce rights under the agreement, while others may allow a party to provide factual information to regulators or counsel.

Enforceability varies by jurisdiction and context. Courts typically assess reasonableness and scope; clauses that are overly broad, perpetual, or suppress protected speech may be unenforceable. Because nondisparagement can affect free speech and public policy, parties should tailor the language to legitimate interests and include explicit exceptions.