Non-Disparagement Clause
Also called: Non-Disparagement Agreement · No Negative Comments Clause
A non-disparagement clause prohibits either party from making negative public statements about the other after the relationship ends — commonly used in employment separation agreements and sometimes in commercial exit arrangements. It protects reputation on both sides once the relationship that could otherwise motivate cooperation has ended.
In more detail
This clause is especially relevant at the point of separation, when goodwill that might otherwise discourage negative comments has often eroded — it converts an informal expectation of professionalism into an enforceable restriction.
Scope matters: a clause restricted to knowingly false statements is narrower and more defensible than one restricting any negative opinion at all, which in some jurisdictions can raise free-speech or public-interest concerns, particularly around matters like workplace safety or misconduct.
Mutuality is a common negotiating point — an employee asked to accept a non-disparagement restriction will typically expect the same restriction to apply to the employer, not just to themselves.
A senior employee's separation agreement includes a mutual non-disparagement clause preventing both the employee and the company from making negative public statements about each other — including on social media and in reference checks with future employers.
Some jurisdictions limit how broadly a non-disparagement clause can restrict statements about matters of public interest, such as workplace safety or discrimination — an overly broad clause risks being unenforceable in those contexts.
What our lawyers check
- Whether the restriction is mutual, applying to both parties equally
- Whether it's limited to knowingly false statements or broader
- Carve-outs for legally required disclosures (regulatory complaints, legal proceedings)
- How long the restriction lasts after the relationship ends
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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