Are non-disparagement clauses enforceable?

Generally yes if reasonable in scope, duration, and geography, and supported by consideration; courts may refuse enforcement that conflicts with public policy or statutory rights.

Can the agreement be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; ensure intent, consent, attribution, and record retention are met.

What disclosures must be carved out?

Include carve-outs for whistleblower disclosures, compelled testimony, and required regulatory reports to avoid conflict with statutory protections.

How should duration be set?

Choose a duration tied to legitimate business interests; overly long or indefinite durations increase the risk of judicial reduction or invalidation.

What if a party breaches the clause?

Remedies can include injunctive relief, damages, or liquidated damages if reasonable; document dispute-resolution steps and burden of proof for claims.

Can a signed agreement be revoked?

Revocation depends on contract terms and applicable law; unilateral revocation is typically not permitted unless the agreement includes a specific termination or rescission provision.

Electronic Signature
Templates
Legal
Non-Disparagement Agreement

Non-Disparagement Agreement

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NON-DISPARAGEMENT AGREEMENT

This Non-Disparagement Agreement (the Agreement) is entered into as of (Effective Date), by and between , whose principal place of business or residence is (Party A), and , whose principal place of business or residence is (Party B).

RECITALS

WHEREAS, a dispute has arisen between the parties concerning certain matters related to their prior relationship and communications; and

WHEREAS, the parties desire to avoid further disputes and to establish mutual commitments regarding public statements, social media posts, and communications with third parties; and

WHEREAS, in consideration of the mutual promises and other valuable consideration described below, the parties agree to the covenants set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

"Disparaging Statement" means any oral, written, electronic or other communication that a reasonable person would understand to be intended to harm the reputation, business, or professional or personal standing of a party, including false statements or statements made with reckless disregard for the truth concerning the other party, its affiliates, officers, directors, employees, agents, or representatives.

"Matter" means the subject matter described as:

2. NON-DISPARAGEMENT OBLIGATIONS

2.1 Covenant. Each party covenants and agrees that it will not, directly or indirectly, make, publish, circulate, or otherwise communicate any Disparaging Statement concerning the other party, or concerning the other party's officers, directors, employees, agents, business practices, or products, to any third party (including but not limited to social media, news media, current or prospective business partners, customers, or employees).

2.2 Scope. The non-disparagement obligation applies worldwide and includes communications by the party itself and by any person or entity acting at the direction, request, or with the consent of the party.

3. EXCEPTIONS

3.1 Permitted Statements. Notwithstanding Section 2, a party may make truthful statements that are required by law, regulation, subpoena, or other compulsory legal process, and may communicate with legal counsel, financial advisors, or governmental agencies as required. Nothing in this Agreement prevents a party from making factual statements in connection with authorized disclosures to its legal counsel, accountants, insurers, or as necessary to enforce this Agreement.

3.2 Prior Statements. This Agreement does not require a party to retract or correct factual statements that were made truthfully prior to the Effective Date; however, no party shall make further Disparaging Statements after the Effective Date.

4. CONSIDERATION

Monetary Consideration (if any):

The parties acknowledge receipt of the consideration described above and further acknowledge that the mutual promises contained in this Agreement constitute adequate and sufficient consideration for the obligations herein.

5. TERM; SURVIVAL

5.1 Term. The non-disparagement obligations set forth in this Agreement shall commence on the Effective Date and remain in effect for years, unless otherwise extended by written agreement signed by both parties.

5.2 Survival. Sections concerning Remedies, Governing Law, Notices, Confidentiality, Survival, and any other provisions that by their nature survive termination shall survive expiration or termination of this Agreement.

6. REMEDIES

6.1 Injunctive Relief. The parties agree that a breach or threatened breach of this Agreement would cause irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable relief to restrain any actual or threatened breach, without the requirement of posting bond.

6.2 Damages and Attorneys' Fees. In addition to equitable relief, the non-breaching party shall be entitled to recover monetary damages, including but not limited to consequential damages, and reasonable attorneys' fees and costs incurred in enforcing this Agreement, provided that such recovery shall be subject to proof of damages as required by applicable law.

7. CONFIDENTIALITY

Unless otherwise agreed in writing, the existence of this Agreement and its terms shall be confidential and shall not be disclosed by either party except as required by law or as necessary to obtain legal advice and to enforce the terms of this Agreement. Any permitted disclosure shall be limited to the minimum necessary information.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or personal action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

9. MUTUAL RELEASE (OPTIONAL)

9.1 Mutual Release Checkbox: Mutual release included

9.2 If the mutual release option is selected, the parties agree: Effective upon execution of this Agreement, each party hereby irrevocably releases and forever discharges the other party and its affiliates, successors, assigns, officers, directors, employees and agents from any and all claims, demands, liabilities, actions, causes of action, obligations, or suits, whether known or unknown, arising out of or relating to the Matters described above, from the beginning of time through the Effective Date, except for breaches of this Agreement and obligations expressly reserved by this Agreement.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the parties at the following addresses:

Notices to Party A: Notices to Party B:

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed to be original signatures for all purposes.

15. ATTORNEYS' FEES

In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief to which it may be entitled.

16. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have read and understand this Agreement and that they have had the opportunity to obtain independent legal advice.

Party A:

By:

Date:

Party B:

By:

Date:

What a Non-Disparagement Agreement Is and When Parties Use It

A Non-Disparagement Agreement is a contractual provision or standalone contract that restricts one or more parties from making negative statements about the other party or its representatives. Commonly included in employment separations, settlement agreements, mergers and acquisitions, and vendor terminations, these agreements define prohibited statements, permitted communications and duration. They typically state who is covered, what speech is restricted, and what remedies apply for breach. Because public policy and statutory exceptions can limit enforceability, drafters often include narrowly tailored language, carve-outs for lawful reporting, and specific dispute-resolution procedures.

Why Parties Add a Non-Disparagement Clause

Non-disparagement clauses protect reputation, preserve business relationships, and reduce the risk of follow-on litigation when paired with clear consideration and reasonable scope. Properly drafted, they strike a balance between preventing harmful public statements and preserving rights such as whistleblowing and other statutory disclosures under applicable law, including federal and state public-policy limits.

Typical Parties and Signers for These Agreements

Common parties include employers, departing employees, buyers and sellers, and settlement participants.

Employers and HR teams seeking to protect corporate reputation and customer relationships.
Employees or contractors agreeing to terms in exchange for severance or settlement payments.
Buyers and sellers in transactions who want to avoid public statements that could affect valuation.

Ensure the specified signers have authority to bind their entity and that each signer receives consideration for the promise.

Step-by-step: Completing a Non-Disparagement Agreement

Follow a clear sequence to draft, review, sign, and store the agreement to ensure enforceability and auditability.

01

Draft: Define parties, prohibited statements, duration, and carve-outs concisely.
02

Review: Have counsel confirm reasonableness and compliance with public-policy limits.
03

Sign: Collect authorized signatures and date each signature block.
04

Store: Retain executed copies and an audit trail for the retention period.

Essential Data Elements to Include

Parties: Full legal names

Effective Date: MM/DD/YYYY

Consideration: Payment or benefit detail

Restricted Speech: Specific prohibited statements

Carve-Outs: Permitted disclosures listed

Signature Blocks: Printed name, title, date

Common Legal Risks and Penalties

Unenforceable Clause: Courts may void overly broad terms

Public-Policy Limits: Whistleblower rights can override NDA

Attorney Fees: Litigation may increase costs significantly

Injunctive Relief: Court orders may enforce or block terms

Reputational Risk: Enforcement can draw public scrutiny

Statutory Penalties: Certain disclosures protected by statute

Frequent Drafting and Execution Errors to Avoid

Using vague language such as "negative comments" without examples, which creates ambiguity and invites judicial narrowing or invalidation.
Failing to include consideration or making consideration illusory, which can render the promise unenforceable under contract law.
Omitting carve-outs for legally protected disclosures like whistleblowing, regulatory notices, or compelled testimony, increasing public-policy challenges.
Collecting signatures from individuals without authority to bind an entity or failing to date signature blocks, which complicates proof of agreement.

How the Agreement Is Typically Processed

A standard processing flow ensures the document is created, reviewed, authenticated, signed, and preserved with an audit trail.

Prepare: Draft the clause and attach exhibits if needed.
Approve: Legal counsel and stakeholders confirm language and scope.
Authenticate: Choose signer authentication level and e-sign method.
Complete: Collect signatures and store executed copy with audit trail.

Configuring a Digital Signing Workflow

Set up a repeatable, auditable workflow to collect signatures and track execution status.

Field	Configuration
Template	Save a reusable non-disparagement template for consistent clauses
Signers	Add party emails and define signing order where applicable
Authentication	Select email, SMS code, or stronger methods for signer ID
Retention	Enable secure storage and audit trail retention settings

Technical Considerations for Digital Execution

Use a platform that supports clear audit trails, signer authentication, and secure storage for executed agreements.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace, and others
Security: TLS in transit; AES-256 at rest

Ensure the platform chosen can provide an unalterable certificate of completion, allow policy-based retention, and support any required BAA for healthcare contexts; verify authentication level versus the sensitivity of the agreement.

Core Elements to Include in a Professional Agreement

A robust non-disparagement instrument contains targeted clauses that minimize ambiguity while preserving lawful disclosure rights.

Parties

Identify each individual and entity by exact legal name, including affiliated persons and defined representatives, so there is no uncertainty about who must comply with the clause.

Prohibited Statements

Specify the kinds of statements covered (false statements, opinion expressed as fact, social media posts, press statements) and the communication channels to avoid overly broad restrictions.

Duration

State a fixed period or event-based termination and tie it to reasonable business needs; courts may reduce or refuse enforcement of indefinite durations.

Remedies

Describe remedies for breach, such as liquidated damages, injunctive relief, and fee-shifting, while keeping remedies proportionate and enforceable under public-policy constraints.

Carve-Outs

Include explicit carve-outs for legally compelled disclosures, whistleblower communications to government agencies, and cooperative testimony in judicial proceedings.

Governing Law

Name the governing state law and dispute-resolution mechanism (court or arbitration) to reduce forum-shopping and clarify enforcement procedures.

Saving, Exporting, and Supporting Documents

Preserve executed agreements and related files in standard formats and attach supporting materials to establish facts and consideration.

Export Formats

Save executed copies as PDF/A for long-term preservation and as DOCX for editable records; include a certificate of completion with each PDF.

Audit Trail

Keep a tamper-evident audit log showing signer attribution, timestamps, IP addresses, and authentication used during signing.

Notarization

If notarization is desired, perform in-person or RON following state notary rules; notarization is rarely required but can add evidentiary weight.

Attachments

Attach settlement exhibits, payment schedules, and proof of consideration to the executed agreement for clarity and dispute prevention.

Illustrative Use Cases

Two common scenarios show how these agreements function and what each party typically negotiates.

Employment Separation

A departing employee agrees to a six-month non-disparagement clause in exchange for two months' severance.

The employer secures reputation protection.
The agreement explicitly allows truthful whistleblower reports to government agencies and preserves the employee's right to discuss compensation with prospective employers.

Commercial Settlement

Buyer and seller include a non-disparagement clause in an asset purchase agreement to protect goodwill post-closing.

Clause limited to factual falsehoods.
The clause specifies liquidated damages for breach, lists permitted disclosures to legal counsel, and survives closing for a defined two-year period.

eSignature Pricing Snapshot for Executing Non-Disparagement Agreements

Compare common per-user pricing, feature availability, and basic compliance features for eSignature platforms often used to execute agreements; signNow is listed first per standard comparisons.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day trial	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions and Practical Answers

Below are common questions about enforceability, electronic signing, exceptions, and what to do after a breach.

Need help? Contact support

Are non-disparagement clauses enforceable?
Generally yes if reasonable in scope, duration, and geography, and supported by consideration; courts may refuse enforcement that conflicts with public policy or statutory rights.
Can the agreement be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; ensure intent, consent, attribution, and record retention are met.
What disclosures must be carved out?
Include carve-outs for whistleblower disclosures, compelled testimony, and required regulatory reports to avoid conflict with statutory protections.
How should duration be set?
Choose a duration tied to legitimate business interests; overly long or indefinite durations increase the risk of judicial reduction or invalidation.
What if a party breaches the clause?
Remedies can include injunctive relief, damages, or liquidated damages if reasonable; document dispute-resolution steps and burden of proof for claims.
Can a signed agreement be revoked?
Revocation depends on contract terms and applicable law; unilateral revocation is typically not permitted unless the agreement includes a specific termination or rescission provision.

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