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OTHER NAMES Non-Disparagement Agreement Non-Disparagement Agreement

What is a Non-Disparagement Employment Agreement?

Your employees should be your biggest cheerleaders, but unfortunately that's not always the case. If there's any doubt, you can use a Non-Disparagement Employment Agreement to ensure your business' good reputation. It sets out the terms of employment while protecting your business from an employee who may speak negatively of your company.

It's easier than ever to post something online that a lot of people end up seeing, and which could turn out to be reputation-damaging. A Non-Disparagement Employment Agreement is a contract between an employee and employer defining the employee's position at the company - but it also includes language barring an employee from defaming, disparaging or criticizing the company. For the employee, this prohibition extends to all persons including the press, board of directors, competitors and investors. A Non-Disparagement Employment Agreement, like a standard Employment Agreement, includes terms on employee compensation, job duties, expense reimbursement and benefits, but it's also designed to protect a company's reputation. Should a relationship with an employee turn sour, the employee has agreed to avoid saying anything disparaging about the business to others.

When to use a Non-Disparagement Employment Agreement:

You're hiring a new employee and wish to define the rights and obligations of both the employee and the employer.
You're hiring a new employee and wish to protect your good reputation by requiring the employee to avoid speaking negatively of your company.

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Non-Disparagement Employment Agreement

This Non-Disparagement Employment Agreement (this "Agreement") is made effective as of , by and between (""), of , , , and (""), of , , , .

A. is engaged in the business of will primarily perform the job duties at the following location: , , .

B. desires to have the services of .

C. is willing to be employed by .

Therefore, the parties agree as follows:

EMPLOYMENT. shall employ as a(n) . shall provide to duties as needed. accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of and 's supervisory personnel.

BEST EFFORTS OF EMPLOYEE. agrees to perform faithfully, industriously, and to the best of 's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of . Such duties shall be provided at such place(s) as the needs, business, or opportunities of may require from time to time.

an annual salary of payable per . This amount shall be paid in accordance with 's usual payroll procedures. monthly on the day semi-monthly on the day and the day of the month. on of every other week. every two weeks, no later than days after the payroll period that ended on the preceding . weekly, no later than days after the payroll period that ended on the preceding . In addition to the payments under the preceding paragraph, As an alternative to the payments under the preceding paragraph, may receive commission payments in lieu of regular compensation for any particular pay. monthly on the day of the following month. semi-monthly on the day and the day of the month, each payment corresponding to the semi-monthly period that ended approximately fifteen days prior to the payment date. weekly, no later than days after the payroll period that ended on the preceding . every two weeks, no later than days after the payroll period that ended on the preceding . Upon request by , will make advances against expected commissions in accordance with 's usual policies.

Accounting. shall maintain records in sufficient detail for purposes of determining the amount of the commission. shall provide to a written accounting that sets forth the manner in which the commission payment was calculated.

Right to Inspect. , or 's agent, shall have the right to inspect 's records for the limited purpose of verifying the calculation of the commission payments, subject to such restrictions as may reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable business hours as may be set by .

Death of the Employee. If dies during the term of this Agreement, shall be entitled to payments or partial commission payments for the period ending with the date of 's death.

"out-of-pocket" expenses incurred by in accordance with 's policies in effect from time to time. the following "out-of-pocket" expenses in accordance with policies in effect from time to time:

- travel expenses

- meals

- postage

- professional dues and expenses

- cost of job-related education

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that has disclosed (or has threatened to disclose) Information in violation of this Agreement, shall be entitled to an injunction to restrain from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a period after the termination of 's employment.

NON-DISPARAGEMENT. During the employment with , agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of , its employees, directors, and officers. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients.

The Parties understand and agree that this Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that each Party would be irreparably harmed by violation of this provision.

INJUNCTIVE RELIEF. understands that, in the event breaches this Agreement, may suffer irreparable harm and will, therefore, be entitled to injunctive relief without the posting of a bond or other guarantee, to enforce this Agreement. This provision is not a waiver of any other rights which may have under this Agreement, including the right to recover attorneys' fees and costs to cover the expenses it incurs in seeking to enforce this Agreement, as well as to any other remedies available to it, including money damages.

in any business competitive with .in any business with the following competitor(s):

This covenant shall apply to the geographical area that includes prior to of each year. days in advance of the requested beginning date. After completion of of employment, shall be entitled to shall be entitled to day(s) hour(s) paid time, due to illness unpaid time, due to illness or for personal business, for each calendar year beginning January 1, . for each year of employment, with the year to be measured using 's starting date as the point of beginning. may be converted into cash compensation at a rate of per . Sick leave benefits may not be converted into cash compensation. Sick leave may be accumulated from year to year up to a total of ; excess amounts shall be forfeited. Sick leave may not be accumulated from year to year; unused benefits shall be forfeited.

If is unable to work for more than because of sickness or total disability, and if 's unused sick leave is insufficient for such period, a maximum of of 's unused vacation time shall be applied to such absence.

After completion of of employment, shall be entitled to shall be entitled to day(s) hour(s) week(s) months(s) paid time, for personal business unpaid time, for personal business or due to illness, for each calendar year beginning January 1, . for each year of employment, with the year to be measured using 's starting date as the point of beginning. may be converted into cash compensation at a rate of per . Personal leave benefits may not be converted into cash compensation. Personal leave may be accumulated from year to year up to a total of ; excess amounts shall be forfeited. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

If is unable to work for more than because of personal business, and if 's unused personal leave is insufficient for such period, a maximum of of 's unused vacation time shall be applied to such absence.

shall be entitled to holidays with pay during each calendar year. All requests for holidays off shall be made by in accordance with policies in effect from time to time. shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

- health insurance

- disability insurance

- life insurance

TERM/TERMINATION. 's employment under this Agreement shall be for If shall so terminate this Agreement, shall be entitled to compensation for beyond the termination date of such termination, unless is in violation of this Agreement. If is in violation of this Agreement, may terminate employment without notice and with compensation to only to the date of such termination. The compensation paid under this Agreement shall be 's exclusive remedy.

NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Employee:

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of .

SIGNATURES. This Agreement shall be signed on behalf of by , and by .

EMPLOYER:


By:	Date:

AGREED TO AND ACCEPTED.

EMPLOYEE:


By:	Date:


*	The non-compete provision is intended to provide additional protection against the possibility that the knowledge gained by the Employee regarding the Employer will be used in the future to compete against the Employer. However, the courts in many states view non-compete provisions as "restraints of trade," and therefore are reluctant to enforce them. Therefore, it is advisable to consult a lawyer to determine to what extent a non-compete provision may be enforceable in your state.

The non-compete provision is intended to provide additional protection against the possibility that the knowledge gained by the Employee regarding the Employer will be used in the future to compete against the Employer. However, the courts in many states view non-compete provisions as "restraints of trade," and therefore are reluctant to enforce them. Therefore, it is advisable to consult a lawyer to determine to what extent a non-compete provision may be enforceable in your state.