Nondisparagement; Communication Clause Samples

Nondisparagement; Communication. A. Notwithstanding the provisions of Section 5 of the Term Sheet, the Manager agrees that he will not at any time knowingly defame, disparage or criticize any member of the Company Group or any of their products, services, finances, financial condition, capabilities or any other material aspect of any of their businesses, or any person whom the Manager then knows is a former or existing employee, manager, director or officer of any member of the Company Group in any medium to any person or entity (any person or entity that is a beneficiary of any protection set forth in this sentence being a "PROTECTED PERSON"). The Companies hereby agree to instruct their executives, and the members of their respective Boards of Directors, not to at any time defame, disparage, or criticize the Manager or the Manager's capabilities or integrity in any medium to any person or entity. In addition, the Companies agree that, upon reasonable request by the Manager, they will use their reasonable commercial efforts to cause any Protected Person specified by the Manager, who is at the time a current employee or director of the Companies, not to defame, disparage, or criticize the Manager or the Manager's capabilities or integrity in any medium to any person or entity. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Manager from responding fully and truthfully to any statement made or action taken by any Protected Person or any Protected Person from responding fully and truthfully to any statement made or action taken by the Manager. The restrictions in this Section 7.A shall terminate on the third anniversary of the Effective Date. B. The Companies and the Manager shall mutually agree as to the timing, content and other aspects of any press release or other written statement to be disseminated outside of the Companies concerning the termination of the Manager's employment by the Companies, provided, however, that any such press release or written statement shall reflect that the Manager's employment was terminated on a mutually amicable basis. The Manager shall be provided with an opportunity to review and comment upon (but not the right to approve) any Form 8-K, or the applicable portion of any Form 10-Q or other securities law filing relating to the termination of the Manager's employment and/or the subject matter of this Agreement, prior to the filing of such Form 8-K, 10-Q or other securities law filing with the Securities and Exchange Commission.

Nondisparagement; Communication. You agree not to disparage the Company or its officers, directors, employees, shareholders and agents to any third party in any manner likely to be harmful to its or their business, business reputation or personal reputation. The Company agrees that the Company’s Directors and officers shall not, during the period they are employed by or serve the Company, disparage you either within or outside the Company in any manner likely to be harmful to your business or personal reputation. Notwithstanding the foregoing, both you and the Company may respond accurately and fully to any question, inquiry or request for information when required by legal process. The Company will provide you a reasonable opportunity to review in advance its formal announcement of this Agreement (both for distribution within the Company and for communication externally), and will endeavor in good faith to reach agreement with respect to your suggestions regarding the content of same.