If you are considering signing an agreement with a no-disappear clause, asking questions about it, understanding them and getting competent legal advice, especially if you are the one who, say, wants to denigrate the other party. Many non-disappearing clauses will identify a specific penalty for an offence, such as. B the return of the money that was paid to you as part of the transaction. You settle your case, and the accused agrees to pay you a lot of money. All that remains is to sign a „standard“ settlement agreement prepared by the accused`s lawyer. They come to page 10 and look at a paragraph called „No denigration.“ You see that this means that neither party will „denigrate“ the other . . . never. You call your lawyer and tell you not to worry, that it is a common provision and that it is probably nothing. He`s not even sure what „disappearing“ is and wouldn`t it really be hard to prove? Most clients, often on the advice of their legal counsel, sign these things every day.
2. On the other hand, a non-disappearance clause must „distribute“ an exception that preserves the right of an officer or former worker to testify truthfully – even if it adversely harms or harms the employer – in response to legal proceedings, when requested by a subpoena requesting a deposition in the course of an investigation or legal action. If we find that a particular executive was a legitimate „whistleblower,“ we take that fact into account when developing such a clause. So, if neither the executive nor the employer were prompted to say something derogatory about the other, why there was a need for a contractual clause that imposes the same result – „You don`t mean anything pejorative about the company or its executives, directors, executives, employees, etc.“ – when specific sanctions have been added for violating the non-impunity ban. 3. Most importantly, we are often able to negotiate a mutual non-disappearing obligation on the part of the employer, so that there is an additional legal barrier to any tendency that the employer might have to say „bad things“ about the worker. Most companies are willing to make this obligation of non-reciprocal disparage, at least to the extent that anyone in the HR who could speak of the ex-employee on behalf of the company is bound. But some companies say they can`t be held responsible for what any employee of the company, which often happens in the hundreds or even thousands, could say about our main customer. In these cases, we can generally find that by interviewing our client, the names of one or two executives or colleagues that concern our client the most could make negative or derogatory statements.
Corporate advisors are often willing to include the names of these few people in agreements to link them to the company`s own non-disappearing obligation, as the advisor can expressly order these individuals that they cannot „misreprescing“ our clients without serious effects. Non-denigration agreements can be confusing and the circumstances under which you are asked to sign one may be difficult. But knowing what your company really wants from you – and what you need to keep in mind before you sign – can help you make a decision that will allow you to protect yourself and ultimately work on exciting new opportunities.