Mutual Non-Disparagement Clause Example with 37 Variations from Business Contracts
This page contains Mutual Non-Disparagement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute or otherw...ise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.View More
Variations of a "Mutual Non-Disparagement" Clause from Business Contracts
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Section 11, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepu...te or otherwise disrepute, defame or slander the any other Party or such other Party's Parties' subsidiaries, affiliates, successors, assigns, officers (including any current or former officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), Parties' subsidiaries), directors (including any current or former director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), Parties' subsidiaries), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, services. This Section 11 shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. Notwithstanding the foregoing, nothing in this Section 11 shall be deemed to prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any manner that would required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably be expected to damage the business or reputation consider any comments of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. Party. View More
Mutual Non-Disparagement. Subject to applicable law, each Each of the Parties covenants and agrees that, during beginning as of the Standstill Period or if earlier, date hereof and continuing until such time as the other Party or any date that is 30 days before the last date on which a stockholder of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, the Company may submit nominations for the Board in connection with the 2016 Annual Meeting of... Stockholders, neither it nor any of its respective agents, subsidiaries, affiliates, Affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, way, directly or indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute disrepute, defame, slander or otherwise defame which can reasonably be construed to be defamatory or slander slanderous to the other Party Parties or such other Party's Parties' subsidiaries, affiliates, Affiliates, successors, assigns, officers (including any current officer of a Party or a Party's Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. services. View More
Mutual Non-Disparagement. Subject to applicable law, each Each of the Company, the Company Released Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any Concerned Shareholders covenant and agree that for a period of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, two years, neither it nor any of its respective agents, subsidiaries, affiliates, Affiliates, successors, assign...s, officers, key employees officers or directors, shall in any way publicly criticize, way, directly or indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute disrepute, defame, slander or otherwise defame which can reasonably be construed to be defamatory or slander slanderous to the other Party parties or such other Party's parties' subsidiaries, affiliates, Affiliates, successors, assigns, officers (including any current officer of a Party party or a Party's parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party party or a Party's parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. the Concerned Shareholders' Nominees. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Section 12, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into...disrepute disrepute, or otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. representatives; provided, however, any statements made by Scopia regarding the Company's operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the Company not supported by the Scopia Appointee that do not defame or slander any of the Company's officers, directors, employees, stockholders, agents, attorneys or representatives ("Company Opposition Statements") will not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if a Scopia Appointee or Scopia Replacement Appointee that is a partner or employee of Scopia is currently serving on the Board, any Company Opposition Statement during such service will only speak to a matter that has first been made public by the Company. The Company will be permitted to respond with a statement similar in scope to any such Company Opposition Statement. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period Period, or if earlier, until such time as the other Party or any of its current agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Section 13, neither it nor any of its respective current agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disp...arage, call into disrepute or otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, shareholders, agents, attorneys or representatives. representatives; provided, however, if an Additional Starboard Appointee is appointed to the Board, if and only if such Additional Starboard Appointee is a Starboard partner, any statements regarding the Company's operational or stock price performance or any strategy, plans, or proposals of the Company not supported by the Starboard partner that do not disparage, call into disrepute or otherwise defame or slander any of the Company's officers, directors, employees, shareholders, agents, attorneys or representatives ("Opposition Statements"), shall not be deemed to be a breach of this Section 13 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement. For purposes of this Section 13, no actions taken by any director, agent or other representative of a Party in any capacity other than on behalf of, and at the direction of, such Party will be covered by this Agreement. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Section 12 (it being understood that no member of the Founder Group shall be deemed an affiliate, officer or director of the Company for purposes of this Section 12), neither it nor any of its respec...tive agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, directors shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any future or current officer of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any future or current director of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), franchisees, employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives; provided, however, if the Starboard Appointee is not Independent of Starboard, any statements regarding the Company's operational or stock price performance or any strategy, plans, or proposals of the Company not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any 14 of the Company's officers, directors, franchisees, employees, stockholders, agents, attorneys or representatives. representatives ("Opposition Statements"), shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement. View More
Mutual Non-Disparagement. Subject to applicable law, each Each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Period, neither it nor any of its respective agents, subsidiaries, affiliates, Affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, way, directly o...r indirectly, alone or in concert with others, cause, express or cause to be expressed, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute disrepute, defame, slander or otherwise defame which can be reasonably be construed to be derogatory or slander critical of, or negative toward the other Party Parties or such other Party's Parties' subsidiaries, affiliates, Affiliates, successors, assigns, officers (including any current officer of a Party or a Party's Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. services. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, Affiliates, officers, key employees or directors shall have breached this section, Section 12, neither it nor any of its respective agents, subsidiaries, affiliates, Affiliates, successors, assigns, officers, key employees or directors, directors shall in any way public...ly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any Affiliates, current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any former officers, current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), former directors, current or former employees, stockholders, agents, attorneys agents or representatives, other representatives or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. services. View More
Mutual Non-Disparagement. Subject to applicable law, each Each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Period, neither it nor any of its respective agents, subsidiaries, affiliates, Affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, way, directly o...r indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute disrepute, defame, slander or otherwise defame which can reasonably be construed to be defamatory or slander slanderous to the other Party Parties or such other Party's Parties' subsidiaries, affiliates, Affiliates, successors, assigns, officers (including any current officer of a Party or a Party's Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. services. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or Period, or, if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, affiliates (not including portfolio companies of the Osmium Group for all purposes of this Section 11 (provided, however, that such portfolio companies may not take any action prohibited by this Section 11 at the direction of a Party restricted under this Section 11 if such Party would ...otherwise be restricted from taking such action directly)), successors, assigns, officers, key employees or directors shall have breached this section, Section 11, neither it nor any of its respective agents, respective, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party Parties or such other Party's Parties' subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), or employees, stockholders, agents, attorneys or representatives, or any of their such other Parties' businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. employees,. This Section 11 shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. View More
