Question 1

Can a non-disparagement clause prevent me from leaving honest reviews?

Accepted Answer

For consumers, no. The Consumer Review Fairness Act (2016) and FTC enforcement prohibit businesses from penalizing consumers for honest reviews. For B2B contracts and employment agreements, non-disparagement clauses can restrict what you say publicly about the other party.

Question 2

What counts as disparagement?

Accepted Answer

Negative public statements that could harm the other party's reputation or business. This includes social media posts, reviews, press comments, and conversations with clients or competitors. Private complaints to a therapist or lawyer generally aren't covered. The line between 'honest opinion' and 'disparagement' is often the source of disputes.

Question 3

Are non-disparagement clauses enforceable?

Accepted Answer

Yes, in most business contexts. Courts enforce them when they're reasonable in scope. They must be mutual (or supported by consideration) and can't override legal obligations like whistleblower protections. Some states limit their use — California restricts non-disparagement clauses in employment settlements.

Question 4

What happens if someone violates a non-disparagement clause?

Accepted Answer

The injured party can sue for breach of contract and potentially recover damages for harm to their reputation or business. Some contracts include liquidated damages for violations — a set penalty per incident. You might also get an injunction forcing the person to retract the statements.

Question 5

Can I still talk about what happened at work if I signed a non-disparagement clause?

Accepted Answer

You can discuss facts — especially with lawyers, government agencies, and in legal proceedings. Non-disparagement clauses can't prevent you from reporting illegal activity or cooperating with investigations. But venting on social media about how terrible your ex-employer is? That's likely a violation.

Non-Disparagement

Definition

In Practice

Common in these contract types

Related terms

Frequently asked questions about non-disparagement

Create a contract with proper non-disparagement clauses