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Non Disparage Agreement
"I need a Non Disparage Agreement for a departing senior executive in our technology company, who will be leaving on March 1, 2025, with specific provisions about social media conduct and protection of our client relationships."
1. Parties: Identifies and defines all parties to the agreement
2. Background: Sets out context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Non-Disparagement Obligations: Core terms defining prohibited statements and conduct
5. Duration: Specifies how long the obligations remain in effect
6. Permitted Disclosures: Outlines exceptions to non-disparagement obligations
7. Remedies: Specifies consequences of breach
8. Governing Law: Specifies applicable law and jurisdiction
1. Mutual Obligations: Used when both parties agree to reciprocal non-disparagement obligations. Include when agreement is bilateral
2. Social Media Provisions: Specific provisions regarding social media conduct. Include when online presence is a significant concern
3. Confidentiality: Additional confidentiality obligations. Include when sensitive information needs protection
4. Return of Materials: Provisions for returning or destroying materials. Include when physical or digital materials are involved
1. Schedule 1 - Prohibited Statements: Specific examples of prohibited statements or conduct
2. Schedule 2 - Approved Public Statements: Pre-approved statements that can be made about the other party
3. Schedule 3 - Communication Guidelines: Detailed guidelines for external communications
Authors
Confidential Information
Disparagement
Effective Date
Parties
Permitted Disclosures
Prohibited Statements
Public Statements
Representatives
Termination Date
Territory
Associated Companies
Business Relationship
Communication Channels
Social Media
Material Breach
Intellectual Property Rights
Remedies
Working Day
Governing Law
Force Majeure
Reputation
Third Party
Claim
Losses
Duration and Term
Permitted Disclosures
Exceptions and Carve-outs
Confidentiality
Social Media Conduct
Mutual Obligations
Remedies and Enforcement
Public Statements
Communication Guidelines
Third Party Rights
Severability
Entire Agreement
Variation
Assignment
Notices
Force Majeure
Governing Law and Jurisdiction
Dispute Resolution
Warranties and Representations
Indemnification
Costs
Counterparts
Waiver
Survival
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