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Non Disparage Agreement
"I need a Non Disparage Agreement for a departing senior executive in our technology company, specifically focused on protecting our intellectual property and client relationships, with provisions for social media restrictions and a duration of 24 months."
1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and circumstances leading to the need for a non-disparagement agreement
3. Definitions: Clear definitions of key terms, especially 'disparagement', 'confidential information', and scope of prohibited statements
4. Scope of Non-Disparagement: Detailed description of prohibited actions, statements, and communications, including both direct and indirect disparagement
5. Duration: Time period during which the non-disparagement obligations remain in effect
6. Permitted Communications: Exceptions to non-disparagement obligations, including legally required disclosures and truthful statements
7. Breach and Remedies: Consequences of breaching the agreement, including available legal remedies and potential damages
8. Notice Requirements: Procedures for notifying other parties of potential breaches or required disclosures
9. Governing Law and Jurisdiction: Specification of Dutch law as governing law and designation of competent courts
1. Social Media Provisions: Specific provisions regarding social media posts and online communications, recommended when parties have significant online presence
2. Third Party Obligations: Extensions of obligations to affiliated parties, employees, or agents, useful when parties represent larger organizations
3. Integration with Other Agreements: Reference to and coordination with existing agreements (e.g., employment contracts, settlement agreements), needed when other contracts exist
4. Mutual vs. Unilateral Obligations: Specification of whether obligations are mutual or one-sided, depending on parties' relationship and negotiating position
5. Survival Clause: Specification of which provisions survive termination of other related agreements, important in employment contexts
6. Alternative Dispute Resolution: Procedures for mediation or arbitration before court proceedings, recommended for complex business relationships
1. Schedule A - Prohibited Statements: Specific examples of statements or actions that would constitute disparagement
2. Schedule B - Approved Public Statements: Pre-approved language for public communications about the relationship or its termination
3. Schedule C - Communication Protocols: Detailed procedures for handling media inquiries or public communications
4. Appendix 1 - Related Parties: List of affiliated individuals or entities covered by the agreement
5. Appendix 2 - Notification Templates: Standard forms for required notices under the agreement
Authors
Technology
Financial Services
Professional Services
Media and Entertainment
Healthcare
Education
Retail
Manufacturing
Consulting
Start-ups
Venture Capital
Legal Services
Real Estate
Hospitality
Human Resources
Legal
Executive Leadership
Corporate Communications
Public Relations
Compliance
Corporate Governance
Employee Relations
Risk Management
Business Development
Chief Executive Officer
Human Resources Director
Legal Counsel
Senior Executive
Department Head
Board Member
Managing Director
Partner
Senior Manager
Chief Financial Officer
Chief Operating Officer
General Manager
Regional Director
Vice President
Communications Director
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