Non-Disparagement Agreement

# Non-Disparagement Agreement This Non-Disparagement Agreement (this "Agreement") is entered into as of ___________ by and between ___________, holding the position or title of ___________ ("Party A"), and ___________, holding the position or title of ___________ ("Party B"). Party A and Party B are referred to individually as a "Party" and collectively as the "Parties." ## Recitals The Parties enter into this Agreement in connection with the following circumstances: ___________. The Parties wish to part ways on good terms and to protect each other's reputation, character, and standing going forward. In consideration of the mutual promises set out below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows. ## 1. Non-Disparagement Obligations Each Party agrees that it will not, directly or indirectly, make, publish, or communicate any oral, written, or electronic statement that disparages, denigrates, defames, or otherwise damages the reputation, character, or standing of the other Party. This obligation applies to statements made through any medium, including social media platforms, press releases, interviews, podcasts, testimonials, online reviews and rating sites, blog posts, and statements made to customers, clients, vendors, suppliers, investors, lenders, business partners, prospective or current employers, recruiters, journalists, or the general public. The obligation extends to statements concerning entities and persons related to the other Party. With respect to Party A, this includes its officers, directors, managers, members, employees, subsidiaries, affiliates, and successors. With respect to Party B, this includes any business, employer, or family member of Party B to the extent such person or entity is reasonably identifiable as connected to the subject matter of this Agreement. For the avoidance of doubt, a statement is disparaging if a reasonable person would understand it to undermine the goodwill, professional reputation, or commercial interests of the other Party, regardless of whether the statement is framed as opinion. ## 2. Permitted Disclosures Nothing in this Agreement prohibits, limits, or penalizes either Party from: (a) providing truthful testimony or information in response to a valid subpoena, court order, or other legal process, or as otherwise required by law; (b) filing a charge or complaint with, providing information to, or participating in any investigation or proceeding conducted by a government agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any comparable federal, state, or local agency; (c) communicating with legal counsel under the protection of the attorney-client privilege; (d) making any disclosure required under applicable securities laws or other regulatory filing obligations; (e) engaging in concerted activity protected under Section 7 of the National Labor Relations Act, including discussing wages, hours, and terms and conditions of employment; or (f) reporting suspected violations of law to law enforcement or a relevant regulatory authority. The Parties acknowledge that the National Labor Relations Board has determined that overly broad non-disparagement provisions may unlawfully restrain protected activity, and the Parties intend this Section to preserve all rights guaranteed under the National Labor Relations Act. This Agreement shall be interpreted and enforced consistent with those rights, and any term that would otherwise restrict them is limited accordingly. ## 3. Duration The non-disparagement obligations set out in this Agreement shall apply for the following period: ___________, measured from the Effective Date. If "Permanent" is selected, the obligations continue indefinitely with no sunset date. The permitted disclosures described in Section 2 remain available to each Party at all times regardless of the duration selected.