Caution

Non-Disparagement Clause

The contract restricts you from making disparaging or critical statements about the brand.

Show it
Look in the conduct, communications, or confidentiality section for phrases like "non-disparagement", "shall not disparage", "shall not make any disparaging or derogatory statement", "refrain from criticism", or "shall not speak negatively". Section headings like "Non-Disparagement" or "Communications" signal the clause.
Decode it
Non-disparagement constrains your speech about the brand long after the engagement may have ended. You cannot share honest views even where those views are reasonable or warranted by subsequent events. Where the clause covers truthful statements (not just misrepresentations), it restricts legitimate criticism. Where it is one-way, the protection runs entirely in the brand's favour. Mutual short-window non-disparagement is commercially routine; broad one-way indefinite restrictions with no carve-outs are materially exposing.
Fix it
Push for four protections: make it mutual (brand owes the same), time-box to a defined period after the engagement, carve out truthful statements made in good faith, and add legal-process and whistleblower carve-outs. Mutual reciprocity is typically the most powerful single lever because it costs the brand nothing operationally.

What it means

This contract restricts you from making statements that are disparaging, derogatory, critical, or unfavourable about the brand, its products, services, employees, or affiliated parties. The restriction typically covers all forms of communication, public posts, private comments, interviews, podcasts. Where the clause survives the engagement, the restriction continues to apply even after the partnership has ended.

Non-disparagement can limit what you say about the brand, including after the engagement ends. Where the clause covers truthful statements (not just misrepresentations), it restricts legitimate criticism. Where it is one-way (creator-only with no reciprocal brand obligation), the protection runs entirely in the brand's favour.

What to check before you sign

  • ·Is the non-disparagement mutual (brand owes same to creator), or one-way (creator only)?
  • ·How long does it apply, engagement period, defined post-engagement window, indefinitely?
  • ·Does it cover untrue statements only, or extend to truthful statements and honest opinion?
  • ·Are there carve-outs for legal process, regulator disclosures, court testimony, whistleblower protections?
  • ·Are private comments to friends and family covered, or only public statements?
  • ·What are the consequences of breach, damages, injunction, fee clawback, termination?

How to fix it

  • Make the clause genuinely mutual; the brand owes the same non-disparagement obligation to the creator, with equivalent consequences for breach.

  • Limit the restriction to a defined period after the engagement rather than indefinite duration.

  • Carve out truthful statements made in good faith, honest opinion, and good-faith criticism from the restriction. Confine coverage to misrepresentations.

  • Add carve-outs for legal process, regulator disclosures, court testimony, sworn statements, and whistleblower protections.

  • Confine the restriction to public statements and communications, excluding private conversations with friends, family, advisors, and professional contacts.

Negotiating it

A good opening

"Could we make the non-disparagement mutual, limit it to a set period, and carve out truthful statements, legal process and whistleblower protections? "

When to walk away

Indefinite one-way non-disparagement covering truthful statements with no legal-process or whistleblower carve-outs, combined with clawback rights or fee forfeiture, is a strong walk-away signal. The combination creates permanent speech restriction with significant financial consequences for honest commentary.

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Educational guidance, not legal advice. For high-value or complex deals, get independent legal advice from a qualified professional.