Non-Disparaging Clause Agreement

NON-DISPARAGING CLAUSE AGREEMENT

This Non-Disparaging Clause Agreement (the "Agreement") is made and entered into on this Effective Date: Month Day Year , by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

RECITALS

WHEREAS, the parties have engaged in a business relationship and each party values the other's reputation and commercial relationships; and

WHEREAS, the parties desire to set forth mutual and/or unilateral obligations to refrain from making disparaging statements regarding the other party, its officers, directors, employees, agents, products, services, or business practices, subject to the terms and exceptions set forth herein; and

WHEREAS, the parties intend that this Agreement provide remedies for breach and a procedure for dispute resolution without undue encumbrance on any party's lawful rights;

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

1. DEFINITIONS

1.1 "Disparaging Statement" means any written, electronic or oral statement, representation or communication that is false, misleading, or otherwise reasonably likely to harm the reputation, goodwill, business prospects, or relationships of the non‑breaching party, including statements that call into question a party's honesty, competence, financial condition or legal compliance. Honest statements of fact that are true and limited to a lawful purpose are not Disparaging Statements.

1.2 "Confidential Information" means nonpublic business, financial, customer, employee or technical information acquired in the course of the parties' relationship, provided that information that is or becomes publicly available through no breach of this Agreement is not Confidential Information.

2. NON-DISPARAGEMENT OBLIGATIONS

2.1 Each party agrees that it shall not, at any time during the Term of this Agreement and for the Post-Term Period specified in Section 4, make, publish or communicate to any third party any Disparaging Statement concerning the other party, or its officers, directors, employees, agents, products, services, or business practices.

2.2 The prohibition in Section 2.1 includes statements made in public forums, social media platforms, private communications, printed materials, or in any communications with customers, prospective customers, suppliers, partners, investors or the media.

3. EXCEPTIONS

3.1 The restrictions in Section 2 do not apply to: (a) truthful statements made under penalty of perjury in a judicial, administrative or legislative proceeding; (b) communications reasonably necessary to comply with mandatory legal or regulatory obligations; or (c) information that was independently developed by the communicating party without use of Confidential Information.

3.2 Notwithstanding the foregoing, the parties acknowledge that any party retains the right to assert claims or defenses in legal proceedings and to make statements necessary for the prosecution or defense of such claims, provided that such statements are narrowly tailored to the legal proceeding and, if practicable, made under seal or otherwise subject to appropriate confidentiality protections.

4. TERM; POST-TERM OBLIGATION

4.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect for the duration of the parties' business relationship and for a period of after termination of such relationship (the "Post-Term Period").

4.2 Either party may seek equitable relief and/or damages for any breach of this Agreement, including specific performance and injunctive relief, in addition to any other remedy available at law or in equity.

5. NOTICE AND CURE

5.1 If a party believes that the other party has made a Disparaging Statement, it shall give written notice to the alleged breaching party describing the specific statement(s) with reasonable particularity and the basis for the belief that the statement(s) are disparaging.

5.2 The alleged breaching party shall have a period of days from receipt of such notice to investigate and, if appropriate, retract or correct the statement(s) and provide written evidence of such retraction or correction.

6. REMEDIES; LIQUIDATED DAMAGES

6.1 The parties acknowledge that a breach of the non-disparagement obligations would cause irreparable harm not readily susceptible to measurement in monetary damages. Accordingly, in addition to monetary damages, the non-breaching party shall be entitled to seek injunctive relief without posting bond and any other equitable remedies available.

6.2 To the extent permitted by applicable law, the parties agree that proven actual damages for a material breach may be supplemented by liquidated damages in the amount of , which the parties agree is a reasonable pre-estimate of harm and not a penalty. The right to liquidated damages is cumulative and not exclusive of other remedies.

7. CONFIDENTIALITY

7.1 The existence and terms of this Agreement and any communications pursuant to Section 5 shall be treated as Confidential Information by the parties, except to the extent disclosure is required by law or necessary to enforce rights under this Agreement.

8. GOVERNING LAW; VENUE

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes arising out of this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER

9.1 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 communications, whether written or oral.

9.2 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that, to the greatest extent possible, effectuates the original intent of the parties.

10. NOTICES

Notices to Party A

Notices to Party B

11. MISCELLANEOUS

11.1 No waiver of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. The rights and remedies provided herein are cumulative and not exclusive.

11.2 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. Facsimile, PDF or other electronic signatures shall be deemed original signatures for all purposes.

11.3 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on its behalf has been duly authorized to do so.

EXCEPTIONS OR ADDITIONAL TERMS

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