Example ContractsClausesNo Disparagement
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No Disparagement. Pennypacker agrees not to make critical, negative or disparaging remarks about the Company, its products/services, its subsidiaries and related companies, their insurers, their officers and directors, their employees or agents to others. Pennypacker also agrees not to disclose personal or private information about the Company or its subsidiaries and related companies, their insurers, their officers and directors, their employees, agents or clients. Company executive leadership similarly agrees not to cause any Company employee to make critical, negative or disparaging remarks about Pennypacker. To the extent the NLRA applies to Pennypacker, he understands that nothing in this paragraph 6 is intended to prohibit him from any activity that constitutes a concerted, protected activity under the NLRA, including commenting upon his terms and conditions of employment; and the obligations in this paragraph shall be interpreted consistent with the NLRA, but only to the extent the NLRA applies to Pennypacker. In addition, nothing in this paragraph (or this Agreement) is intended to prohibit Pennypacker from sharing information relative to any alleged sexual harassment or sexual assault.

Each party agrees to use reasonable best efforts to not make any voluntary statements, written or verbal, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the reputation, business practices or conduct of the other party.

No Disparagement. Employee agrees not to criticize, disparage or otherwise demean in any way the Company or its affiliates or its or their products, services, technologies, strategies, officers, directors or employees. This includes, but is not limited to, directly or indirectly providing disparaging comments to the media or disseminating them electronically, such as via social media or on any website or blog.

No Disparagement. During my employment with Company and after the termination thereof, I will not disparage Company, its products, services, agents or employees.

Non-Disparagement and No Cooperation. I agree that I will not, at any time in the future, make any written or oral statement that disparages or damages # the business of the Company or any affiliate of the Company (together, “Company Parties”), # any products or services of any Company Party, # any member of the board of directors or management of any Company Party or # any investor in the securities of the Company or any representative thereof. In addition, the Company will direct its directors and officers not to, at any time in the future, make or cause to be made any written or oral statement that disparages or damages me or my reputation. I agree that I will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any of the other Releasee, unless under a subpoena or other court order to do so; provided that nothing in this Release shall be construed to affect my right to participate in any proceeding before a federal or state administrative agency, including, without limitation, by cooperating with any such agency’s request for information or by making any good faith report to a governmental entity concerning any act or omission that I reasonably believe constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, I recognize that the Company’s business relationships with its customers, distributors, resellers and partners (collectively, “Customers and Partners”) are very important to the Company, and that if I – as an important Company representative in its dealings with Customers and Partners during the course of my employment – make any statement (directly or indirectly) to such Customers or Partners about the Company, any other Company Party, employees of any Company Party or the products or services of any Company Party that is untrue or otherwise may be harmful to the Company or any other Company Party, I will be deemed to have violated this [Section 4].

No Disparagement or Detrimental Comments. During the Employee’s employment with the Corporation and thereafter, the Employee shall not, directly or indirectly, make or publish, or cause to be made or published, any statement, observation or opinion, whether verbal or written, that criticizes, disparages, defames or otherwise impugns or reasonably may be interpreted to criticize, disparage, defame or impugn, the character, integrity or reputation of the Corporation or its products, goods, systems or services, or its current or former directors, officers, employees, agents, successors or assigns. Nothing in this [Section 5(d)] is intended or should be construed to prevent the Employee from providing truthful testimony or information to any person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Corporation.

Non-Disparagement. Except as otherwise provided in of this Agreement, the Executive agrees that while the Executive is employed by the Company and at all times following the termination of the Executive’s employment with the Company for any reason, the Executive will not take any action or make any statement which disparages the Company or its practices or which disrupts or impairs its normal operations, such that it causes a material adverse impact to the Company.

NON-DISPARAGEMENT. Executive Releasor agrees not to speak or act in a manner that would reasonably be expected to disparage or defame or damage the goodwill of Employer or its Affiliates, or the business or personal reputations of any of its officers, directors, partners, agents, employees, clients or suppliers, and further agrees not to engage in any other depreciating conduct or communications with respect to Employer or its Affiliates including, without limitation, on social media. Employer and Cronos Group Inc. agree not to, agree to cause each of its Affiliates not to and agree to direct each of their and their Affiliates’ respective Representatives (as defined in the MIPA) not to, speak or act in a manner that would reasonably be expected to disparage or defame Executive Releasor or Executive Releasor’s, heirs, executors, administrators, successors and assigns, and further agree not to, agree to cause each of its Affiliates not to and agree to direct each of their and their Affiliates’ respective Representatives not to, engage in any other depreciating conduct or communications with respect to Executive Releasor including, without limitation, on social media. For the avoidance of doubt, nothing contained herein shall adversely affect or impair any party’s right to enforce any of the restrictive covenants or other post-employment obligations contained in the Restrictive Covenant Agreement, or any other agreement to which such party is a party or otherwise bound.

. Agreement to Maintain Confidentiality; Non-Disparagement.

Section # Non Disparagement; Use of Name.

Confidentiality, Cooperation with Regard to Litigation; Non-Disparagement.

Mutual Releases; Covenants Not to Sue and No Disparagement. The Parties hereby agree to the mutual releases, covenants not to sue and covenants not to disparage set forth in [Schedule C] as if fully included in this Agreement.

Without the prior written consent of the Company, Executive agrees hereby not to disclose or use, directly or indirectly (except as may be required for the performance of duties assigned by the Company or one of its affiliates or as may be required by law or regulation or by a court of competent jurisdiction), any trade secret or other confidential information pertaining to the conduct of the Company's business, unless and until such trade secret or confidential information is in the public domain. The Company’s business, as that term is used herein, includes, but is not limited to, the Company’s and any of its affiliates’ records, processes, methods, data, reports, information, documents, equipment, training manuals, customer lists and business secrets. Except as may be compelled by a court of competent jurisdiction or as may otherwise be required by law or regulation, Executive shall take no action during the two-year period following the Separation Date (including without limitation the making of any oral or written statement) which action materially and directly damages the reputation of Southern or any of its subsidiaries.

Non-Disparagement and Cooperation. Employee agrees to not defame, libel or slander or otherwise disparage LP or its products or services. Employee agrees Employee will not act in any manner that might damage the business of LP. Employee agrees Employee will not, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, act in any manner or perform any act or omission which is or could be detrimental in any respect to the reputation or goodwill or otherwise might damage the business of LP or any other person or entity released herein. Employee further agrees Employee will not counsel, assist, participate in, or encourage any persons in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against LP or any officer, director, employee, agent, representative, shareholder or attorney of LP, unless under a subpoena or other court order to do so. Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts any party (or their attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Securities and Exchange Commission (“SEC”), FINRA, any other self-regulatory organization or any other state or federal regulatory authority, regarding this Agreement or its underlying facts or circumstances.

Mutual Non-Disparagement Covenant. Executive agrees that he will not, at any time in the future, in any way disparage Company or its current and former officers, directors and employees, verbally or in writing, or make any statements to the press or to third parties that may be derogatory or detrimental to Company's good name or business reputation. Likewise, the officers and directors of Company will not, at any time in the future, make any derogatory or disparaging statements to any third parties about Executive, verbally or in writing. Nothing in the paragraph shall preclude either party from responding truthfully to inquiries made in connection with any legal or governmental proceeding pursuant to subpoena or other legal process.

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The terms of this Settlement Agreement (but not the existence of the Agreement) and the communications, discussions and negotiations of this Settlement Agreement shall be regarded as “Confidential Information.” The Parties agree that they shall not disclose any of the terms of this Settlement Agreement without the prior written consent of the other Party; provided, however, that without prior written consent from any Party and notwithstanding the terms of that certain Mutual Nondisclosure Agreement, dated , entered into by and between and Express One (the “NDA”), # may make disclosures of the terms of this Settlement Agreement to the SEC (pursuant to publicly available securities filings), # may make other public disclosures related to this Settlement Agreement as reasonably deems commercially necessary; # each Party may disclose the terms of this Settlement Agreement to such Party’s fiduciary professionals, including its auditors, accountants, attorneys, insurance companies, lenders and to a potential purchaser of all or substantially all of the assets of the Party by acquisition, merger, or other transfer, and each such disclosing Party shall ensure that the terms of this Settlement Agreement remain confidential in accordance with this [Section 6] with such fiduciary professionals; # each Party may disclose this Settlement Agreement and its terms to lawyers and retained expert witnesses in any litigation in which that Party becomes involved for use subject to any pending protective order after providing written notice to the other Party of that disclosure; and # each Party may disclose this Settlement Agreement and its terms as required by # law, # a written, formal governmental agency request, or # a court of competent jurisdiction, to be disclosed by the receiving party, provided that the disclosing Party gives the other Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Notwithstanding the foregoing, the Parties also agree that any Party may make the following statement (or statement substantially similar) about this Settlement Agreement: “ and Express One entered into a settlement agreement that resolves all disputes between the parties. agreed to pay Express One in exchange for Express One’s dismissal and permanent withdrawal of Express One’s tort claims. In addition, the parties agreed to continue their business relationship going forward.” In addition, nothing herein shall restrict the Parties from making customary business statements to third parties about positively working together.

To the Knowledge of the Sellers, no current or former Business Employees or any current or former consultants and independent contractors of the Business are, or are reasonably likely to be, in breach of any confidentiality, intellectual property, non-competition, non-solicitation or non-disparagement Contract as a result of providing services to the Business. Neither the Seller, any Affiliate of Seller (other than the Target Companies) nor any of the Target Companies have sought to enforce any confidentiality, intellectual property assignment, non-competition, non-solicitation or non-disparagement Contract covering a former Business Employee in the last five (5) years.

During Employee’s employment and for the Restricted Period (as defined below), Employee shall not engage in any Prohibited Activity anywhere in the world. For the purposes of this Agreement, #Restricted Period” shall mean the later of # the period during which Employee is entitled to receive any payment pursuant to [Section 5(b)] of this Agreement, or # twelve (12) months following termination of this Agreement; and #Prohibited Activity” shall mean the design, development, marketing, sale, re-sale, manufacture or distribution of home infusion products, or other similar activities, or the engagement in any other business in which the Company is actively engaged immediately prior to the commencement of the Restricted Period, in each case on Employee’s behalf or on behalf of another (including as a shareholder, member, employee, employer, owner, operator, manager, advisor, consultant, agent, partner, joint venturer or investor of another person or entity). Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information or other Confidential Information of the Company except as otherwise permitted hereunder.

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