Mutual Non-Disparagement Clause Example with 37 Variations from Business Contracts

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Company, on the one hand, and Investor, on the other hand, 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, principals, partners, members, general partn...ers, 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 other's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party the other or a Party's the other's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party the other or a Party's the other's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, stockholders (solely in their capacity as stockholders of the applicable Party), 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, stockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives. This Section 11 shall not limit the power of any director the Company to make such statements as required by applicable law or make comments that are consistent with the provisions hereof nor shall it apply to any private communications between Investor and its Affiliates and its and their respective principals, directors, members, general partners, officers and key employees, on the one hand, and any Contact Personnel (as defined herein) of the Company, on the other hand, to the extent that it would not be reasonably expected that such communication would trigger public disclosure obligations for any such party. View More

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or term of this Agreement or, if earlier, until such time as the other Party any member of Engine Group or any of its the New Appointees (or any Replacement Appointee(s) thereof) (in the case of the Company) or the Company (in the case of a member of the Engine Group or any of the New Appointees (or any Replacement Appointee(s) thereof)) or any of their respective agents, subsidiaries, affiliat...es, successors, assigns, officers, key employees or directors shall have breached this section, Section 6, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall will in any way publicly criticize, disparage, call into disrepute disrepute, defame, slander or otherwise defame or slander criticize 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 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, 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, Parties, 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. 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, 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, 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 slander, in each case, in a public manner, the other Party or such other Party's subsidiaries, affiliates, 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 in connection with or following the execution of this Agreement), directors (including any current or former officer or director of a Party or a Party's subsidiaries who no longer serves in such capacity in connection with or 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, Affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. representatives; provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 12 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding; provided, further, that this Section 12 shall not apply with respect to any person who is not similarly bound by a non-disparagement provision solely to permit a Party to defend against public and disparaging remarks made by such person, if any, not similarly bound. This Section 12 shall not (i) limit the power of any director of the Company solely in his or her capacity as such a director to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law or (ii) limit any Party's ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. 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 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, shareholders, agents, attorneys or representatives; provided, however, if the Starboard Appointee is a Starboard partner or employee, 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 13 defame or slander any of the Company's officers, directors, 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 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 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 disrepu...te 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 16 former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. representatives; provided, however, 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 of the Company's officers, directors, employees, stockholders, agents, attorneys or representatives ("Opposition Statements"), if and only if such Starboard Appointee is a Starboard partner, 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); 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 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, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, directors shall in any way publicly criticize, disparage, ca...ll 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 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. employees. View More

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Each Party covenants and agrees that, during from the Standstill Period Effective Date until the Termination Date, 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 has breached this section, Section 6, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, sha...ll directors will in any way publicly criticize, disparage, call into disrepute disrepute, defame, slander or otherwise defame or slander 6 criticize the other Party or such the 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), Effective Date), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution effective date 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, its products or services or their its subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. Notwithstanding the foregoing, nothing shall prevent the making of any factual statement in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, or to defend against any legal claim from an independent claimant adverse to a Party. View More

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, 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, any statements regarding the Company's operational or stock price performance or any strategy, plans, or proposals of the Company not supported by Mr. Molinelli that do not criticize, disparage, call into disrepute or otherwise defame or slander any of the Company's officers, directors, employees, shareholders, agents, attorneys or representatives ("Opposition Statement"), 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); 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 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 12 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 oth...erwise 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 regarding the Company's operational or stock price performance or any strategy, plans, or proposals of the Company not supported by the Starboard Appointee ("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); 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 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 9, neither it nor any of its respective 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 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 Parties' subsidiaries who no longer serves in such capacity at any time 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. employees. View More