Non-Disparagement Agreement (Free Download + AI Generator)

A non disparagement agreement is a contract term where one or more parties promise not to make harmful statements about each other after a dispute, transaction, or working relationship ends. You most often see it in employment, severance, and settlement documents, but it can also appear in partnership and service contracts. Used thoughtfully, this kind of clause can reduce public conflict and protect reputations; used carelessly, it can clash with whistleblower protections, labor law, or free-speech concerns.

TL;DR

• This document limits certain negative statements about a person, company, or product after a relationship or dispute is resolved.
  
  

• It commonly appears in severance, separation, and settlement agreements, especially where reputational risk is high.
  
  

• Overbroad language can run into problems with labor laws, ethics rules, and rights to cooperate with government agencies.
  
  

• A structured template and AI-assisted drafting can help you define narrow, lawful protections instead of a sweeping “gag order.”

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Who Should Use This Document

Employers, founders, and organizations often propose a non-disparagement clause when they are paying money to end a relationship and want to reduce the risk of future public criticism. Employees, contractors, and other individuals may be asked to sign one in exchange for severance pay, a settlement, or other benefits. Because these promises can restrict future speech, both sides should understand exactly what is covered, how long it lasts, and what rights are preserved.

Here is how different users typically encounter this agreement:

What Is a Non-Disparagement Agreement?

Under U.S. contract law, a non-disparagement clause is a promise not to make statements that unfairly damage another party’s reputation, goodwill, or business interests. The Legal Information Institute describes it as language that prohibits “negative statements, remarks, or representations,” while insurance and risk resources like IRMI emphasize that it typically targets false or injurious declarations that are derogatory in nature.

In practice, a non disparagement agreement is usually either a short stand-alone contract or a section inside a larger document — such as a severance agreement, settlement and release, or executive employment contract. Employment-law overviews on severance practice (for example, analyses of the CVS case collected by Littler and Vorys) show that employers often condition enhanced severance or settlement payments on such promises. Physician- and employee-focused guides, like Contract Diagnostics’ article on what a non-disparagement clause really does in severance agreements, also stress that it is different from confidentiality: confidentiality limits what information you can share, while a nondisparagement provision limits how you speak about the other side.

Modern enforcement trends matter here. The National Labor Relations Board’s decision in McLaren Macomb and follow-up alerts from firms like Duane Morris, Littler and Gray Reed highlight that broad nondisparagement language in severance agreements can violate federal labor law. The EEOC’s litigation over CVS’s severance language, discussed in resources like the EEOC’s own brief and law-firm summaries such as Akerman’s alert, likewise illustrates that clauses which appear to deter discrimination complaints or cooperation with investigations may be treated as unlawful. As a result, modern nondisparagement provisions are typically narrower, carefully defined, and paired with explicit carve-outs for protected, truthful communications.

When Do You Need a Non-Disparagement Agreement?

You usually consider this document when you are ending a relationship and there is a real risk that public criticism could damage someone’s reputation, brand, or business prospects. Typical scenarios described in employment-law guides on severance and settlement practice include executive exits, contentious terminations, and settlements where both sides want to “turn down the volume” after the deal. See, for example, overviews of nondisparagement clauses from the Legal Information Institute, employment-law commentary on severance agreements such as VAEmploymentLawyers.com, and risk-management pieces on settlement drafting from United Educators.

Common triggers include:

• severance or separation agreements with employees or executives;

• settlement of an employment, harassment, or commercial dispute;

• ending a service, franchise, or partnership where public “flame wars” are a concern.

At the same time, modern guidance from regulators and bar groups stresses that these clauses cannot override legal rights to complain, cooperate, or testify. The National Labor Relations Board’s McLaren Macomb decision and related guidance on severance provisions raise concerns about terms that chill Section 7 rights under the NLRA, as summarized on the NLRB’s severance-agreement page and in law-firm alerts like Duane Morris’s analysis. The EEOC has similarly challenged settlement language that appears to deter discrimination complaints, as discussed in its filings in the CVS Pharmacy case and in employer alerts such as Akerman’s EEOC severance advisory. Ethics commentary from the ABA on confidentiality in settlement agreements also warns against “gag” provisions that silence victims or lawyers on matters of public concern.

Put simply, you “need” this agreement when reputational risk is real and you are prepared to tailor the clause narrowly, preserve rights to speak to agencies and courts, and use it as part of a balanced severance or settlement package rather than a blanket gag order.

Related Documents

Non-disparagement language is rarely used in isolation. It usually sits alongside other contract terms that handle money, confidentiality, releases, and post-termination behavior.

What Should a Non-Disparagement Agreement Include?

While there is no single mandatory format, most effective documents share similar core elements. A clear, well-balanced structure makes it easier for a court or regulator to see that you are protecting reputation rather than imposing an impermissible gag order. (law.cornell.edu)

• Identifies the parties, the relationship, and the context.
  The agreement should state who is promising what (employer, employee, contractor, company, founders, etc.) and in connection with which relationship — employment, vendor contract, litigation settlement, and so on. Context is important if a dispute later arises over why reputational protections were requested. (vaemploymentlawyers.com)
  
  

• Defines what “disparagement” means in practical terms.
  Many drafters borrow language from ethics opinions and case law, tying disparagement to statements reasonably seen as false, malicious, or reckless attacks on reputation. (wisbar.org) A clear definition helps separate prohibited smears from protected opinions, truthful reports, or neutral descriptions of events.
  
  

• Describes the scope of covered communications and audiences.
  The clause should say whether it covers public statements (press, social media, reviews), private statements to future employers, or internal communications. Many modern templates, including examples in settlement-drafting guides, focus on public, intentional statements made to harm reputation, not every critical remark in private. (ue.org)
  
  

• Includes explicit carve-outs for legal rights and obligations.
  After McLaren Macomb, law-firm guides and NLRB materials recommend preserving rights to file NLRB or EEOC charges, testify under subpoena, cooperate with government investigations, or speak about unlawful conduct. (nlrb.gov) These carve-outs show that the clause is not meant to block protected concerted activity, whistleblowing, or truthful testimony.
  
  

• States whether the clause is one-way or mutual.
  In many severance or settlement deals, the paying party asks for protection, but the other side may insist on a mutual non disparagement clause so both agree to similar limits. Clear wording avoids later arguments about who is bound and in what capacity (for example, as an individual, employer, or board member). (maynardnexsen.com)
  
  

• Clarifies how long the obligation lasts and what survives.
  Some provisions last indefinitely; others expire after a set number of years. Shorter, reasonable durations are easier to defend, especially when tied to realistic reputational risk and coordinated with survival language for confidentiality or release provisions. (ue.org)
  
  

• Aligns with defamation law and avoids punishing truthful speech.
  Many newer clauses restrict only statements that would be defamatory under applicable law, rather than all “negative” comments. EEOC- and NLRB-focused analyses suggest language that targets knowingly false statements or reckless disregard for truth is less likely to be treated as a gag order. (orrick.com)
  
  

• Coordinates with confidentiality and other clauses.
  The agreement should explain how it interacts with confidentiality, non-disclosure, and cooperation provisions. For example, a confidentiality and non disparagement agreement may share definitions but use different remedies. Avoid contradictions — for instance, a promise not to criticize that appears to prohibit truthful reporting the cooperation clause actually requires.
  
  

• Specifies remedies, enforcement, and governing law.
  Some provisions include liquidated damages or fee-shifting; others rely on ordinary contract remedies. Ethics and risk-management materials caution against automatic, high penalties that could chill protected rights, especially in employment and civil-rights cases. (americanbar.org) You should also identify governing law and venue, particularly for multi-state employers.
  
  

• Acknowledges opportunity to review and obtain legal advice.
  Many severance and settlement forms recite that each party had the chance to consult independent counsel and is signing voluntarily. This acknowledgment helps defend against later claims that the clause was coerced, misunderstood, or inconsistent with public policy.

Legal Requirements and Regulatory Context

In the U.S., non-disparagement provisions are treated as ordinary contract terms but are limited by labor law, civil-rights statutes, whistleblower rules, and professional-ethics standards. The Legal Information Institute notes that courts generally enforce reasonable clauses, but may strike or narrow those that conflict with public policy or statutory rights. Academic commentary on settlement gags and confidentiality shows how these provisions can collide with anti-retaliation and free-speech concerns in employment and civil-rights cases. (SSRN discussion)

Labor-law limits are clearest in the National Labor Relations Board’s McLaren Macomb decision, which held that broad confidentiality and nondisparagement terms in severance agreements can chill employees’ Section 7 rights under the NLRA. The Board and its General Counsel have issued guidance explaining when severance provisions may interfere with protected concerted activity. (NLRB severance guidance, Duane Morris summary) In 2025, Acting GC Memo 25-05 rescinded earlier aggressive GC 23-05 guidance, but McLaren Macomb itself remains Board precedent. (JD Supra overview)

The EEOC has also challenged severance and settlement language that appears to deter employees from filing or assisting with discrimination charges, as seen in the CVS Pharmacy litigation and related agency briefs. (EEOC CVS brief, Akerman alert) Ethics opinions and bar-association articles warn that clauses binding lawyers or silencing truthful reports of harassment or misconduct can violate professional-conduct rules or broader public-policy principles. (ABA article, St. John’s faculty paper)

Because agency positions and case law evolve, anyone drafting or signing a nondisparagement agreement should check current NLRB and EEOC guidance, review any state-law limits on settlement or severance terms, and consult a local attorney for high-stakes matters, especially where whistleblowing or public-interest issues are involved.

Common Mistakes When Drafting a Non-Disparagement Agreement

Because these clauses look simple, people often paste boilerplate without thinking through the legal and practical risks. Knowing the most common drafting errors makes it easier to protect reputation without creating an illegal gag order.

• Using sweeping “no negative comment ever” language.
  Clauses that ban any statement that “could be viewed as negative” are the ones most likely to alarm regulators and judges. They can be read to bar truthful testimony, internal complaint-sharing, or even routine reference checks. NLRB materials on severance agreements and analyses of the McLaren Macomb decision warn that overly broad wording can chill employees’ rights under the NLRA. (NLRB guidance, Duane Morris summary)
  
  

• Omitting clear carve-outs for legal rights and obligations.
  A clause that appears to stop someone from filing an EEOC charge, talking to the NLRB, or responding to a subpoena is likely to be challenged as contrary to public policy. EEOC litigation (for example, in the CVS Pharmacy case) and NLRB guidance both stress that settlement and severance terms cannot lawfully restrict these rights. Modern provisions almost always preserve the right to contact agencies, testify truthfully, and comply with law. (EEOC CVS brief, Akerman alert)
  
  

• Not defining “disparagement” or tying it to defamation principles.
  If a contract simply says “you agree not to disparage us,” the parties may later fight about whether an honest review or factual statement counts. Ethics and bar-association commentary suggest anchoring the term in defamation concepts — such as knowingly false statements that harm reputation — rather than any criticism at all. (Wisconsin Bar article)
  
  

• Making the obligation one-sided when expectations are really mutual.
  If only one party is barred from criticism, negotiations often become tense, especially in high-profile exits. Many employment and commercial agreements instead use mutual non-disparagement language so both sides commit to similar limits. Mutual promises usually feel fairer and reduce the temptation to “test the boundaries” after signing. (Maynard Nexsen guidance)
  
  

• Bundling too many restrictions and penalties into one dense paragraph.
  Some documents cram non-disparagement, confidentiality, non-cooperation, and large liquidated damages into a single block of text. ABA and risk-management articles recommend separating these concepts and avoiding extreme penalties that could chill protected rights, particularly in civil-rights matters. (ABA article, United Educators guide)

How the AILawyer.pro Non-Disparagement Agreement Template Helps

Drafting this type of provision from scratch can feel like walking a tightrope between protecting reputation and respecting legal rights. A well-designed, guided template helps you separate what you genuinely need to protect from language that is likely to raise red flags with regulators, courts, or ethics bodies.

The AILawyer.pro Non-Disparagement Agreement Template is organized around the elements discussed above — party definitions, a precise description of what counts as disparagement, clear carve-outs for legal rights, and sensible limits on duration and scope. Inline prompts remind you to:

• decide whether you want a one-way or mutual promise;
  
  

• preserve rights to file or cooperate with agency proceedings;
  
  

• coordinate the clause with confidentiality, non-disclosure, and cooperation terms; and
  
  

• align any remedies with your jurisdiction’s defamation and contract law.

With AI assistance, you can generate different versions for employees, contractors, executives, or B2B counter-parties, then refine the language to match your risk tolerance. Instead of pasting an outdated clause from another deal, you start with a structured non disparagement agreement template that is easier for your local attorney to review and adapt to your state’s current rules.

Practical Tips for Completing Your Non-Disparagement Agreement

Before you propose or sign any clause, be clear about what specific reputational risks you are trying to manage and what you are trading for that protection. Neutral explainer resources such as the Legal Information Institute’s overview of nondisparagement clauses and risk-management guidance on severance language from United Educators are good starting points.

• Check current agency guidance before drafting or agreeing to anything. Look at how the NLRB’s McLaren Macomb decision and later guidance treat non-disparagement in severance agreements, using the Board’s own materials and law-firm summaries for context (NLRB severance guidance, Duane Morris analysis). Pair that with the EEOC’s Q&A on waivers in severance agreements to see how discrimination and retaliation rules affect your language (EEOC severance Q&A).
  
  

• Tie your wording to defamation principles instead of banning “any negative comment.” Draft around knowingly false or malicious statements that harm reputation, not ordinary criticism. JD Supra’s discussion of lawful non-disparagement provisions under McLaren and bar-association commentary on defamation-aligned language offer helpful examples (JD Supra overview, Wisconsin Bar article).
  
  

• Build in explicit carve-outs for legal rights and obligations. Your clause should preserve the right to file or assist with EEOC, NLRB, OSHA, or other agency proceedings, to respond to subpoenas, and to comply with law or professional rules. Both the NLRB’s severance-agreement materials and EEOC litigation in the CVS Pharmacy case show how language that appears to restrict these rights can be attacked (EEOC CVS brief, Akerman alert).
  
  

• Decide whether the promise should be mutual and how long it should last. In many exits and settlements, both sides benefit from a mutual non-disparagement commitment with a defined time limit rather than an indefinite one-way gag. Practical employer guidance, such as Maynard Nexsen’s note on increased scrutiny of these provisions, suggests matching duration to realistic reputational risk and clearly stating who is bound and in what capacity (Maynard Nexsen guidance).
  
  

• Read the entire package and, for high-stakes situations, get legal advice. Non-disparagement rarely stands alone — it interacts with confidentiality, cooperation, releases, and payment terms. Severance overviews from Thomson Reuters and ABA pieces on confidentiality in settlement agreements stress reviewing all clauses together, not in isolation (Thomson Reuters severance overview, ABA article). For contentious exits, allegations of harassment, or regulated professions, a short consultation with a local employment lawyer can prevent you from locking yourself into an unenforceable or overbroad restriction.

Checklist Before You Sign or Use the Non-Disparagement Agreement

Use this quick checklist as a final pass before sending or signing:

• Are the parties, relationships, and context clearly identified, and is it clear whether the promise is one-way or mutual?
  
  

• Is “disparagement” defined in a way that focuses on harmful, often defamatory statements rather than any negative comment at all?
  
  

• Does the clause include specific carve-outs for filing charges, cooperating with government agencies, responding to subpoenas, and complying with law?
  
  

• Is the duration reasonable, and does it coordinate with related provisions like confidentiality, releases, and cooperation obligations?
  
  

• Are remedies and governing law clearly stated, without extreme penalties that could chill protected rights?
  
  

• Have all parties had a real opportunity to review the agreement, ask questions, and consult independent legal counsel before signing?

FAQ: Common Questions About the Non-Disparagement Agreement

Q: What is a non disparagement clause in an employment agreement or severance package?
A: It is a promise — often part of a broader employment, separation, or severance document — that limits certain negative statements about the employer, its leaders, or its products after you leave. It typically applies to public comments, social-media posts, and statements to third parties, and is often combined with other terms like releases, confidentiality, and cooperation obligations.

Q: Is a nondisparagement agreement legally enforceable?
A: Many are, but only if they are drafted carefully. Courts are more willing to enforce clauses that are narrow, time-limited, and consistent with rights to file charges, cooperate with government investigations, or testify truthfully. Provisions that look like blanket gag orders — especially in employment or civil-rights cases — are more likely to be struck down or narrowed. Recent NLRB and EEOC actions around severance agreements highlight these limits.

Q: What is a mutual non disparagement clause and when should I ask for one?
A: A mutual clause means both sides agree not to make harmful statements about each other. Employees, founders, and vendors often request mutual language in severance or settlement documents so the company also agrees not to disparage them to industry contacts, future employers, or the media. In high-profile or reputation-sensitive situations, mutual promises can help both sides feel the deal is fair.

Q: How does a confidentiality and non disparagement agreement affect my right to talk to agencies or the press?
A: Properly drafted, it should not stop you from filing an EEOC or NLRB charge, speaking with government investigators, or responding truthfully to subpoenas. Many modern forms state this explicitly. However, it may limit voluntary public commentary, such as blog posts or interviews. If a clause appears to bar you from any contact with regulators or law-enforcement, you should ask for revisions and consult a lawyer, because agencies have taken the position that such language can be unlawful.

Q: Can a non disparagement clause in employment contracts stop me from posting honest reviews or warning others?
A: It depends on the wording and the context. Some clauses are limited to knowingly false or malicious statements, which is closer to ordinary defamation law; others are broader and more restrictive. Public-policy concerns are strongest where the clause would silence truthful reports of discrimination, harassment, or safety violations. If you are offered an employee non disparagement agreement, you should read it carefully and consider how it might affect your ability to speak about workplace issues that matter to you or to the public.

Q: How do non disparagement clause contractor terms differ from employee ones?
A: In contractor or service agreements, the provision usually focuses on preventing public reputational attacks between business partners rather than limiting employee rights under labor law. Even so, contractors may still have whistleblower or professional-ethics protections that limit how far the clause can go. As with employment terms, the safest language targets intentionally harmful or defamatory statements and preserves rights to comply with law, licensing rules, and regulatory obligations.

Q: Do I still need a lawyer if I use a non disparagement clause template?
A: A good template can help you organize your thoughts, avoid obvious red flags, and generate clean language for common situations. But it cannot tell you how current NLRB or EEOC guidance applies to your facts, or how your state’s courts have treated similar provisions. For significant severance, settlement, or high-visibility disputes, you should treat the template as a starting point and have a local attorney review and customize the final text.

Get Started Today

A carefully drafted non-disparagement agreement can help both sides move on from a dispute or separation without ongoing public conflict, while still respecting legal rights, whistleblower protections, and ethical duties. Used alongside clear releases, confidentiality terms, and cooperation language, it can turn an informal truce into a predictable, enforceable peace.

Download the free Non-Disparagement Agreement Template or customize one with our AI Generator, then have a local attorney review before you sign.

Sources and References

Legal Information Institute’s explanation of nondisparagement clauses

Legal Information Institute

VAEmploymentLawyers.com

Thomson Reuters severance overview

ABA article

NLRB severance guidance

Akerman’s EEOC severance advisory

EEOC CVS brief

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