Nondisparagement Agreement

NONDISPARAGEMENT AGREEMENT

This Nondisparagement Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: (Entity Type: Individual Entity; State of Formation: ) with principal address: ; and Party B Name: (Entity Type: Individual Entity; State of Formation: ) with principal address: .

RECITALS

WHEREAS, the parties have agreed to resolve certain disputes and to memorialize certain mutual promises in connection with their business relationship or settlement; and

WHEREAS, as a material inducement to entering into this Agreement and in consideration of the promises set forth herein, each party has agreed to refrain from making disparaging statements about the other party as further set forth below; and

WHEREAS, the parties intend that the mutual covenants contained herein be binding on their respective officers, directors, employees, agents, successors and permitted assigns.

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

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set forth below. "Disparaging Statement" means any statement, whether oral, written, electronic or by any other means, that a reasonable person would construe as likely to harm the reputation, goodwill or business interests of a party, including statements that falsely accuse a party of illegal, unethical or immoral conduct.

2. NON-DISPARAGEMENT

Each party, and each party's officers, directors, employees, agents and representatives, covenants and agrees that it shall not, at any time during the Term of this Agreement and thereafter, make, publish, or cause to be communicated any Disparaging Statement concerning the other party, its affiliates, or any of their respective officers, directors, employees, agents or representatives. The foregoing includes, without limitation, statements made in public remarks, press releases, social media posts, reviews, interviews, correspondence, or communications with current or prospective customers, clients, vendors, employees or the media.

3. EXCEPTIONS

The restrictions in Section 2 do not apply to: (a) truthful statements made in the course of any judicial, administrative or governmental proceeding or as required by subpoena, lawful process or other legal compulsion (provided that the party subject to compulsion shall, to the extent legally permitted, provide prompt written notice to the other party so that the other party may seek protective relief); (b) truthful statements made to governmental authorities or as required by law; or (c) statements that are demonstrably true and made in response to a truly defamatory public communication by the other party. Notwithstanding the foregoing, a party shall not evade the obligations of this Agreement by employing a third party to publish Disparaging Statements on its behalf.

4. TERM; SURVIVAL

The obligations set forth in this Agreement shall commence on the Effective Date and shall continue for a period of years, unless otherwise extended in writing. If no duration is specified, the parties acknowledge that the obligations shall continue for a reasonable period not less than two (2) years. The obligations herein that by their nature are capable of surviving termination shall survive termination of any underlying relationship or settlement.

5. CONSIDERATION

In consideration for the mutual promises in this Agreement, Party A shall pay to Party B the sum of (USD), payable in accordance with the parties' separate agreement, or other good and valuable consideration as set forth in a contemporaneous settlement agreement between the parties. The sufficiency of such consideration is expressly acknowledged.

6. REMEDIES

The parties agree that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of a breach or threatened breach, the non-breaching party shall be entitled to seek injunctive relief, specific performance and any other equitable relief available. Nothing contained in this Agreement shall be construed to limit the right of the non-breaching party to recover damages, including but not limited to consequential and punitive damages, and reasonable attorneys' fees and costs, to the extent permitted by law.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the indemnifying party.

8. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation of receipt, to the addresses set forth below or to such other address as either party may designate by written notice to the other.

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and executed by both parties. The failure of either party to enforce any right or remedy under this Agreement shall not be deemed a waiver of such right or remedy or any other right or remedy.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement, together with any contemporaneous written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent possible.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmission (including PDF or scanned copies) shall be binding and have the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Nondisparagement Agreement as of the dates set forth below.

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