How is a non-disparagement clause different from a confidentiality clause?

· 2 min read

The two clauses sound similar and often appear together in a settlement, but they control different behavior. A confidentiality clause governs what information a party may reveal; a non-disparagement clause governs what opinions or statements a party may make. One protects secrecy, the other protects reputation.

The line between secrecy and tone

A confidentiality clause restricts disclosure of facts, typically the settlement amount, its terms, or details of the underlying claim. Its concern is keeping private information private.

A non-disparagement clause works on a different axis. It restricts a party from making negative, derogatory, or damaging statements about the other side, regardless of whether those statements reveal any confidential term. A person could violate a non-disparagement clause without disclosing a single secret, simply by publicly criticizing the other party, and could breach a confidentiality clause by revealing the settlement figure even while saying nothing critical at all.

What each one is trying to prevent

  • Confidentiality: stop the leak of specific information (how much was paid, what was agreed).
  • Non-disparagement: stop harm to reputation through negative speech, reviews, or public comments about the other party.

Because they target different conduct, the same online post can trigger one, the other, or both. Naming the settlement amount alone implicates confidentiality. Calling the other party dishonest implicates non-disparagement. Doing both at once breaches each clause independently.

Shared limits and drafting cautions

Both clauses are contract promises, so both are enforced under ordinary contract principles, and both generally bow to legal process: neither can lawfully require false testimony or bar truthful responses to a subpoena, a court order, or a government inquiry. Non-disparagement clauses raise an added drafting concern about scope. A clause that is mutual and limited to the parties is easier to apply than one that vaguely sweeps in third parties or tries to bar any honest negative statement. Careful agreements define what “disparage” means and preserve the right to make truthful statements required by law.

The bottom line

A confidentiality clause keeps the deal’s information private, while a non-disparagement clause keeps the parties from publicly attacking each other’s reputation. They overlap when a single statement both reveals a term and insults the other side, but they are distinct promises with distinct triggers, and a settlement may include either, both, or neither depending on what the parties negotiate.

This article is for general educational and informational purposes only and is not legal advice. It does not create an attorney-client relationship, and Georgia law may change. For advice about a specific situation, consult a licensed Georgia personal injury attorney.

Related:

  1. What does a confidentiality clause in a settlement actually restrict? A confidentiality clause keeps the terms of a resolved claim private. In a Georgia personal-injury settlement, it is a contract promise that limits what the settling parties may say about......
  2. Is the arbitration clause I signed in a Georgia nursing-home admission agreement enforceable? An arbitration clause in a Georgia nursing-home admission agreement is often enforceable, but not always. These clauses require disputes to be resolved by a private arbitrator instead of a jury,......
  3. What notice must a defendant give before blaming an absent non-party for the injury? A defendant who wants a Georgia jury to assign fault to someone who is not in the case has to announce that intention well ahead of trial and back it......
  4. How did the 2024-2025 Georgia changes affect apportionment to non-parties? Georgia's apportionment rules drew renewed attention in the 2025 legislative session, when the General Assembly passed a broad tort-reform package. The core mechanism for assigning fault to people who were......
  5. What is the difference between economic and non-economic damages in a Georgia injury case? The core distinction is whether a loss comes with a receipt. Economic damages cover measurable, out-of-pocket financial harm; non-economic damages cover human losses that have no fixed price tag. Both......

Leave a Reply