NON-DISPARAGEMENT AGREEMENT

This NON-DISPARAGEMENT AGREEMENT (hereinafter referred to as “the Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF PARTY A], having registered office at [INSERT ADDRESS OF PARTY A] (hereinafter referred as the “Party A” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF PARTY B], having registered office at [INSERT ADDRESS OF PARTY B] (hereinafter referred as the “Party B” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Party A and the Party B shall be collectively referred to as “Parties” and individually as “Party”.

WHEREAS

1. The Parties recognize the importance of maintaining a positive reputation and preserving goodwill;
2. The Parties mutually agree to enter into this Non-Disparagement Agreement to set forth their respective obligations regarding the prohibition of making disparaging statements;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. PURPOSE
   1. The Parties recognize and agree that maintaining a positive reputation and goodwill is of utmost importance to each other. In consideration of the mutual promises set forth herein, the Parties agree to refrain from making any disparaging or negative statements about each other, whether oral, written, or electronic.
2. NON-DISPARAGEMENT
   1. The parties mutually agree that either party will not, directly or indirectly, disparage or talk negatively about the other party or any of its affiliates to any person or entity (including without limitation to any former, existing, or prospective clients or any person or entity with whom any such other party does business) and will not, directly or indirectly, make or ratify any public statement, oral or written, that disparages or talks negatively about any such other party or any of its affiliates.
   2. Notwithstanding the foregoing, nothing in this Section shall prevent any person or entity from:
      1. responding publicly to any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement or
      2. making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information.
      3. The parties agree and acknowledge that each of the covenants set forth in this Section are separate, distinct, and independent of each other. Furthermore, if it is finally determined that any covenant in this Section is unenforceable or invalid in any respect under applicable law, it is the express intention of all of the parties that such covenant should be modified or amended to render it enforceable to the maximum extent permitted by applicable law
3. REMEDIES
   1. Injunction: In the event of a breach or threatened breach of this Agreement, the non-breaching Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent the dissemination of disparaging statements.
   2. Damages: The non-breaching Party may also seek monetary damages resulting from any breach of this Agreement, including any costs incurred to rectify the harm caused by the disparaging statements.
4. TERM AND TERMINATION
   1. This Agreement shall, by mutual consent of the parties, remain in force and effect for a period of [INSERT TERM OF THE AGREEMENT] years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto.
   2. The present Agreement shall be terminated at the expiration of the term but the obligation of the non-disparagement shall be applicable on the parties for perpetuity.
5. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
6. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
7. GOVERNING LAW AND JURISDICTION
   1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION].
8. NOTICES
   1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
      1. PARTY A: [INSERT THE EMAIL ID OR/AND ADDRESS OF PARTY A ]
      2. PARTY B: [INSERT THE EMAIL ID OR/AND ADDRESS OF PARTY B]
9. ENTIRE AGREEMENT
   1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
   2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
10. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Party A:

Name: [NAME OF PARTY A/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTY A]

Signed, sealed and delivered on behalf of Party B

Name: [NAME OF PARTY B/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF PARTY B]