Non Disparage Agreement Template for New Zealand

A Non Disparage Agreement is a legal contract that prevents parties from making negative or harmful statements about each other. In New Zealand, these agreements are commonly used to protect business reputations, maintain professional relationships, and prevent damaging communications following employment terminations or business disputes. You'll need to ensure your agreement complies with New Zealand's Contract and Commercial Law Act 2017 and respects fundamental rights under the Bill of Rights Act 1990.

When do you need this document?

You should consider a Non Disparage Agreement when ending employment relationships, particularly for senior executives or employees with access to sensitive information. The agreement is also valuable during business separations, partnership dissolutions, or settlement negotiations where maintaining reputation is crucial. If you're a contractor or professional service provider concluding a contentious engagement, this document can prevent future reputational damage. Companies often require these agreements when dealing with vendors or service providers who have insider knowledge of business operations. You may also need one as part of confidential settlement agreements where preventing negative publicity is essential for all parties.

Key legal considerations

Your Non Disparage Agreement must clearly define what constitutes disparagement while avoiding overly broad restrictions that could violate freedom of expression rights. The scope should be reasonable and specific, covering false or misleading statements rather than legitimate criticism or factual reporting. You'll need to include appropriate exceptions for legally required disclosures, such as testimony in legal proceedings or regulatory reporting requirements. Consider the duration of the agreement carefully, as indefinite restrictions may be unenforceable under New Zealand law. The document should specify enforcement mechanisms, including potential remedies for breach, while ensuring these are proportionate and legally sound. You must also consider whether the agreement includes mutual obligations or applies to only one party.

Legal requirements in New Zealand

Under the Contract and Commercial Law Act 2017, your Non Disparage Agreement must meet basic contractual requirements including offer, acceptance, consideration, and certainty of terms. The Employment Relations Act 2000 governs agreements involving employees, requiring good faith obligations and ensuring terms don't undermine employee rights. You must respect the New Zealand Bill of Rights Act 1990, particularly freedom of expression provisions, ensuring restrictions are justified and proportionate. The Defamation Act 1992 provides context for understanding what constitutes harmful statements versus legitimate comment. Privacy Act 2020 considerations apply when the agreement involves personal information or restricts disclosure of private matters. Your agreement should include New Zealand governing law clauses and specify appropriate jurisdiction for dispute resolution.