Non-Disparagement Clause

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 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 (creator-only with no reciprocal brand obligation), the protection runs entirely in the brand's favour. The clause is sometimes appropriate for short post-engagement windows on mutual terms; broad one-way indefinite restrictions with no truthful-statement carve-out are materially exposing.

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

• moderate

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

• easy

  Limit the restriction to a defined post- engagement window (12-24 months maximum) rather than indefinite duration.

• moderate

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

• easy

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

• moderate

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

Negotiating it

Related clauses

• Morality / Reputational Conduct Clause
• Clawback Rights on Paid Fees
• Brand Takedown Rights