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NDA Non Disparagement for the United States

NDA Non Disparagement Template for United States

A comprehensive legal agreement governed by United States law that combines confidentiality obligations with non-disparagement commitments. This document protects sensitive business information while preventing parties from making negative statements about each other. It incorporates federal and state-specific requirements, including provisions for trade secret protection and employment law compliance.

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NDA Non Disparagement

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What is a NDA Non Disparagement?

The NDA Non Disparagement agreement is essential in today's business environment where protecting both confidential information and organizational reputation is crucial. This document, governed by United States law, serves a dual purpose: safeguarding sensitive business information and preventing harmful statements that could damage reputation or business relationships. It's particularly relevant in employment terminations, business partnerships, and high-stakes negotiations where both confidentiality and maintaining professional relationships are paramount.

What sections should be included in a NDA Non Disparagement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including 'Confidential Information' and 'Disparaging Statements'

4. Confidentiality Obligations: Core obligations regarding the protection, use, and disclosure of confidential information

5. Non-Disparagement Provisions: Mutual obligations regarding non-disparaging statements and communications

6. Term and Termination: Duration of the agreement and conditions for termination

7. Remedies: Legal remedies available in case of breach, including injunctive relief

8. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a NDA Non Disparagement?

1. Return of Materials: Provisions for returning or destroying confidential materials when applicable

2. Specific Carve-outs: Exceptions for legally protected activities, whistleblowing, and jurisdiction-specific requirements

3. Social Media Guidelines: Specific provisions regarding social media behavior and online communications

4. Survival: Provisions that continue after termination of the agreement

What schedules should be included in a NDA Non Disparagement?

1. Schedule A - Scope of Confidential Information: Detailed list of what constitutes confidential information under the agreement

2. Schedule B - Approved Public Statements: Pre-approved language for public communications about the relationship between parties

3. Schedule C - Authorized Representatives: List of individuals authorized to receive and handle confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Clauses

























Industries

Defend Trade Secrets Act (DTSA): Federal law that provides uniform protection for trade secrets across the US, allowing companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act: Federal law that criminalizes the theft or misappropriation of trade secrets with the intent to benefit foreign powers or cause economic harm

National Labor Relations Act (NLRA): Federal law that protects employees' rights to discuss working conditions and engage in collective action, which may limit the scope of non-disparagement provisions

EEOC Regulations: Federal regulations that protect against workplace discrimination and ensure NDAs don't prevent reporting of discrimination or harassment

Age Discrimination in Employment Act (ADEA): Federal law that protects workers 40 and older from age discrimination, affecting how NDAs can be structured for older employees

State Trade Secret Laws: Various state-specific laws that provide additional protection for trade secrets and may affect how confidential information is defined

Silenced No More Act: California law that limits the scope of non-disparagement agreements, particularly in employment contexts and settlement agreements

#MeToo Legislation: Various state laws that restrict the use of confidentiality provisions in sexual harassment and discrimination cases

First Amendment Considerations: Constitutional protections for free speech that may limit the enforceability of non-disparagement clauses in certain contexts

Whistleblower Protection Laws: Federal and state laws that protect individuals who report violations of law to government agencies, requiring specific carve-outs in NDAs

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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