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CONTRACTS

What is a non-disparagement clause?

SHORT ANSWER

It bars you from making negative statements about the other party — common in severance and settlement agreements. Scope matters: overbroad versions can silence truthful reviews and legally protected speech.

Non-disparagement clauses prohibit saying negative things about the other party — publicly, to customers, online. They’re standard in severance agreements, settlements, and increasingly in consumer contracts. What to scrutinize: whether it’s mutual (does the company also agree not to disparage you?), whether "disparagement" is defined or dangerously vague, the duration, and the penalty for breach. Know the limits, too: laws protect certain speech regardless — the Consumer Review Fairness Act voids clauses gagging honest consumer reviews in form contracts, and employment law protects workers’ rights to discuss working conditions. A clause can’t erase those — but an aggressive one can still chill you into silence.

What to do, in order

  1. Check if the clause is mutual or binds only you.
  2. See how "disparagement" is defined — vague is dangerous.
  3. Note duration and the consequences of breach.
  4. Know protected speech survives: honest reviews, working-condition discussions.
  5. Negotiate mutuality and a truthful-statements carve-out.

Common questions

Can a non-disparagement clause stop me from leaving an honest review?

In standard-form consumer contracts, the Consumer Review Fairness Act generally voids clauses that gag honest reviews. Negotiated agreements like settlements are treated differently.

Does non-disparagement mean I can’t discuss my old job?

You retain legally protected rights — like discussing working conditions with coworkers — that a clause can’t waive. It restricts disparaging statements, not all speech, though vague clauses chill more than they legally cover.

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Main AI explains documents and general legal rights in clear terms. It is not a law firm and does not provide legal advice. Laws vary by state and change over time — verify specifics for your jurisdiction, and consult a licensed professional for advice on your situation.