What Does a Non-Disparagement Clause in a Severance Agreement Mean?

Many severance agreements contain language prohibiting you from disparaging the employer in the future.  Disparagement is a broad term, and generally covers any negative or unflattering comments you might make.  Unlike defamation or slander, the statements do not have to be false to be disparagement.

For this reason, the non disparagement language gives many people pause.  It can, and will, limit your ability to fully tell your side of the story about your separation, if that story casts the employer in a negative light.

At the same time, a final severance agreement is intended to allow the employer to "buy peace," and it is not hard to understand why they would want "peace" to include your agreement not to bad-mouth them to others.

What you can reasonably do in the face of a non-disparagement clause (if you otherwise are satisfied with the severance deal):

• Make sure you are satisfied that the total package is sufficient to compensate you not only for your legal claims but for your agreement to not disparage
• Be sure there are no liquidated or punitive damages in the agreement for violation of this provision

• Ask for something reciprocal, at least a neutral reference or instruction to the individuals you dealt with not to disparage you

Learn more here about evaluating a severance agreement.

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