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Non Disparagement Agreement template
Non Disparagement Agreement sample


What is Non Disparagement Agreement?

Non Disparagement Agreement Prevents parties from making negative public statements about each other, specifying the scope of the agreement and any consequences for breaches.



Sample template:



NON-DISPARAGEMENT AGREEMENT


This Non-Disparagement Agreement (the "Agreement") is entered into as of this [Date] by and between Sunset Enterprises Inc., a [State] corporation, having its principal office located at [Address] ("Sunset Enterprises"), and Horizon Innovations LLC, a [State] limited liability company, having its principal office located at [Address] ("Horizon Innovations"). Collectively, Sunset Enterprises and Horizon Innovations shall be referred to as the "Parties".



1. Purpose

1.1. Goal


The purpose of this Agreement is to discourage and prevent both Parties from engaging in any public critique or criticism that harms the reputation or business of the other Party. The Parties acknowledge that the protection of business interests and goodwill is an essential consideration for entering into this Agreement.



2. Non-Disparagement

2.1. Mutual Obligations


Both Parties agree that during the term of this Agreement and thereafter, they shall not, directly or indirectly, publish, disseminate, or communicate any statements, including but not limited to, verbal, written, electronic, or social media-based communications, that may defame or disparage the reputation, services, products, employees, executives, agents, or management of the other Party.



2.2. Scope


This Agreement extends to and includes the Parties' respective directors, officers, employees, agents, subsidiaries, and affiliates. The Parties shall take all necessary steps to ensure that their representatives comply with the obligations set forth herein.



3. Exceptions

3.1. Permitted Disclosures


Notwithstanding anything to the contrary in this Agreement, the Parties may disclose any information otherwise prohibited by this Agreement if such disclosure is:



  1. Required by law, regulation, or valid legal process, such as a subpoena, provided that the disclosing Party gives the other Party prompt written notice of such requirement before disclosing;

  2. Necessary in connection with any litigation or legal proceeding involving the Parties; or

  3. Consented to in writing by the other Party.



4. Remedies

4.1. Breach Consequences


In addition to any other remedies available to it by law, equity, or under this Agreement, a non-breaching Party may seek damages, injunctive relief, and/or specific performance against the breaching Party if the breaching Party violates any provision of this Agreement.



4.2. Liquidated Damages


In case of a violation of this Agreement by either Party, the violating Party shall pay the other Party liquidated damages in the amount of [$Amount] as a genuine pre-estimate of the damages for each breach of this Agreement. This amount shall not be considered a penalty, and the non-breaching Party shall retain the right to pursue additional damages as provided under the law, if the liquidated damages do not adequately compensate the non-breaching Party for their losses.



5. Governing Law

5.1. Applicable Laws and Jurisdiction


This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States and the laws of the [State], without giving effect to any conflict of laws principles. Any disputes under this Agreement shall be brought exclusively in the State and federal courts of competent jurisdiction within [County], [State].



6. Entire Agreement

6.1. Complete Agreement


This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written. This Agreement may only be amended, modified, waived, or supplemented by a written document signed by both Parties.



7. Counterparts

7.1. Execution of Agreement


This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or electronic copy of this Agreement, including signatures, shall be deemed an original for all purposes.



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[SUNSET ENTERPRISES INC.]
By ____________________________
[Name]
Title_________________________

[HORIZON INNOVATIONS LLC]
By ____________________________
[Name]
Title_________________________

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Common Sections of a Non Disparagement Agreement


In this Non Disparagement Agreement, you will see the following sections:

  1. Purpose
  2. Non-Disparagement
  3. Exceptions
  4. Remedies
  5. Governing Law
  6. Entire Agreement
  7. Counterparts


Summary of each section:

  1. Purpose : This section explains that the goal of the agreement is to prevent both parties from publicly criticizing each other in a way that could harm their reputation or business. It emphasizes the importance of protecting business interests and goodwill.

  2. Non-Disparagement : This section outlines the mutual obligations of both parties to not publish or communicate any statements that may defame or disparage the other party. It also extends these obligations to the parties' directors, officers, employees, agents, subsidiaries, and affiliates, and requires the parties to ensure their representatives comply with these obligations.

  3. Exceptions : This section lists the circumstances under which the parties may disclose information otherwise prohibited by the agreement, such as when required by law, during litigation, or with the other party's written consent.

  4. Remedies : This section describes the consequences of breaching the agreement, including the right to seek damages, injunctive relief, and/or specific performance. It also establishes a predetermined amount of liquidated damages to be paid for each violation, while allowing the non-breaching party to pursue additional damages if necessary.

  5. Governing Law : This section states that the agreement will be governed by the laws of the United States and a specific state, and that any disputes will be resolved in the courts of a specified county and state.

  6. Entire Agreement : This section clarifies that the agreement represents the complete understanding between the parties and supersedes any prior negotiations or agreements. It also states that any changes to the agreement must be made in writing and signed by both parties.

  7. Counterparts : This section explains that the agreement may be executed in multiple copies, each considered an original, and that electronic or facsimile copies are also considered valid and legally binding.

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