Non Disparagement Agreement Prevents parties from making negative public statements about each other, specifying the scope of the agreement and any consequences for breaches.
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".
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.
2.1. 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.
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.
3.1. 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:
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.
5.1. 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].
6.1. 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.
7.1. 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.
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In this Non Disparagement Agreement, you will see the following sections:
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