If you’ve ever worried about a frustrated client leaving a negative review or wondered whether you can legally prevent that from happening, you’re not alone. As online businesses become more visible, reviews carry more weight than ever, and it’s no surprise that service providers start looking for ways to protect their reputation.

That’s where the idea of a non-disparagement clause in a contract often comes up.

But here’s what I ultimately want you to know as your online biz lawyer bestie: non-disparagement clauses are not the fix all. 

While they might sound like a simple solution, they’re often misunderstood and in many cases, misused.

It’s for that reason that this blog post is going to serve as the 411 on non-disparagement clauses, including what exactly they are, what they do, and why you might use one. 

We’re diving DEEP, so keep reading for everything you need to know!

What is a Non-Disparagement Clause?

First, let’s get clear about what a non-disparagement clause even is.

A non-disparagement clause is a contract provision that restricts one or both parties from making negative statements about the other.

In legal terms, “disparagement” generally refers to statements or conduct that are considered harmful to a person’s or business’s reputation, but exactly what a non-disparagement clause covers depends on the language of the contract and the law that applies. And that’s where things get tricky.

These clauses can be drafted broadly and may attempt to restrict statements that are:

• Public or private
• Written or spoken
• About the other party, their business, products, or services
  

Some broadly written clauses may even attempt to restrict truthful negative statements, but whether a particular restriction is enforceable depends on the contract, the parties involved, and applicable federal and state law.

Non-disparagement clauses are commonly found in:

• Settlement agreements
• Employment contracts and severance agreements
• Independent contractor agreements
• Confidentiality or nondisclosure agreements
  

Over time, they’ve also started appearing in client contracts, particularly in coaching, consulting, and creative service agreements, which is where legal issues tend to arise.

Why Non-Disparagement Clauses Are Becoming Popular

To understand why business owners are searching for a non-disparagement clause in contract templates, you have to look at how much power online reviews hold today.

In today’s world, there are so many options to choose from when it comes to purchasing products or services. And typically, people are more likely to choose an option that has the best reviews. 

Think about it: when you’re going to buy something on Amazon, before you press purchase, you scan the reviews to make sure it’s worth it. 

Well, the same is true when someone is thinking about working with or purchasing from an online business owner or service provider. They read reviews or testimonials to ensure that it’s a good fit. 

One negative review can really do some damage. It can impact your Google visibility, undermine trust with potential clients, and for many, feel deeply personal when your work is subjective.

The part that’s tricky for service providers like coaches, copywriters, designers, and consultants, however, is that feedback isn’t always black and white. Results depend on client effort, expectations, and interpretation, yet public reviews rarely capture that nuance.

Add in the rise of online businesses and personal brands, and it’s easy to see why a clause that says “don’t say anything bad about me” feels appealing.

Many business owners also see non-disparagement clauses used in employment or settlement contexts and assume they can simply copy-paste that protection into their client contracts. Unfortunately, that assumption is where problems start.

What The Consumer Review Fairness Act (CRFA) Says About Non-Disparagement Clauses

The biggest legal issue with using a non-disparagement clause in a standard client contract is the Consumer Review Fairness Act (CRFA).

The CRFA is a federal law passed in 2016 that makes it illegal for businesses to include contract provisions that:

• Restrict a consumer's ability to post reviews about your products or services 
• Penalize someone for leaving a review 
• Require consumers to give up their right to review a product or service, or transfer intellectual property rights in their review content

This law applies nationwide and is enforced by the Federal Trade Commission (and state attorneys general). Here's the part most people miss: you don't even have to enforce the clause for it to be a violation. Simply including a non-disparagement clause in your client contract is enough to violate the CRFA (15 U.S.C. § 45b).

The CRFA exists because businesses were trying to silence consumers through contracts. 

Clauses that prohibit negative reviews (even if they’re framed politely) are exactly what the law was designed to stop. Some states, including California, have gone even further by passing their own laws that ban these provisions completely.

And the consequences are real. The FTC can seek civil penalties of over $50,000 per violation, and state attorneys general can bring their own enforcement actions on behalf of consumers. In 2024 alone, the FTC filed multiple lawsuits against businesses for including non-disparagement clauses in their contracts, with one case resulting in a judgment of over $48 million. So this isn't a technicality that flies under the radar. It's something the FTC is actively enforcing.

On top of the CRFA, the FTC finalized a separate rule in 2024 (the Consumer Reviews and Testimonials Rule) that prohibits businesses from suppressing negative reviews through legal threats or intimidation. That means even pressuring a client to take down a review could land you in hot water.

What About B2B Contracts?

Here’s where things get a little gray.

The CRFA applies to consumers, not all business-to-business relationships. But in the online service world, the line between B2B and B2C isn’t always clear. A solopreneur hiring a business coach or copywriter may still be considered a consumer under the law.

Because of that ambiguity, the safest approach (and the one most lawyers recommend) is not including non-disparagement clauses in standard client contracts at all.

What About False Reviews?

This is one of the most important distinctions to make and one of the most misunderstood.

A lot of business owners conflate negative reviews with false reviews, but legally, they’re very different.

An honest negative review (even one that feels unfair) is generally protected speech. You cannot contract around someone’s right to share their opinion.

A false statement of fact, however, is a different story. That falls under defamation law.

For example:

• “I didn’t like working with her” → opinion, protected
• “She stole my money” → statement of fact, potentially defamatory
  

While a non-disparagement clause could theoretically make it easier to bring a breach-of-contract claim (since you wouldn't have to prove all the elements of defamation), the reality is that in a standard client contract, the CRFA makes the clause void anyway. So for most online business owners, defamation law is your actual remedy for false reviews, and it exists whether your contract mentions it or not.

Are Non-Disparagement Clauses Legal in Client Contracts?

Sometimes, but that does not mean they are always appropriate or enforceable. Whether a non-disparagement clause can be used in a client contract depends on the relationship, the contract language, and the federal and state laws that apply. For consumer-facing businesses, the Consumer Review Fairness Act is an important consideration because it limits certain contractual restrictions on consumer reviews.

Here’s the biggest thing to know: non-disparagement clauses aren’t universally banned, they’re just context-specific because the problem isn’t the clause itself – it’s where and how it’s used.

Settlement Agreements & Mutual Releases

The most appropriate place for a non-disparagement clause is inside a settlement agreement or mutual release of claims.

Unlike a standard client contract, settlement agreements are signed after a dispute arises, they’re individually negotiated, and both parties receive consideration (refunds, releases, or other concessions). This means that the clause is mutual, not one-sided.

This context can make a non-disparagement provision more appropriate because it is part of resolving a specific dispute and may be supported by negotiated consideration. However, enforceability still depends on the language of the agreement and applicable federal and state law.

Employment & Independent Contractor Agreements

The Consumer Review Fairness Act does not govern every business-to-business or employment-related relationship. But that does not mean a non-disparagement clause is automatically enforceable just because the CRFA does not apply. Other federal laws, state laws, public policy considerations, and the specific language of the contract may still limit what a clause can restrict.

That said, there are real limits here too. The National Labor Relations Board ruled in 2023 (in a case called McLaren Macomb) that overly broad non-disparagement clauses in severance agreements violate the National Labor Relations Act because they can discourage employees from exercising their legal rights to discuss working conditions.

That ruling currently applies to non-supervisory employees across the private sector. On top of that, the Speak Out Act (signed into law in 2022) makes pre-dispute non-disparagement clauses unenforceable when it comes to sexual harassment or assault claims. And many states have their own additional restrictions, requiring carve-outs that allow employees to discuss unlawful conduct, harassment, or discrimination.

The takeaway? Even where non-disparagement clauses are allowed, they need to be carefully drafted with these limits in mind.

True B2B Contracts

In contracts between established business entities, there may be more flexibility. However, in the online service provider world (especially coaching and creative services) the risk often outweighs the benefit.

When in doubt, it’s better to leave the clause out.

Confidentiality vs. Non-Disparagement

When the topic of non-disparagement comes up, oftentimes it gets confused with confidentiality, but these two clauses serve very different purposes.

A confidentiality clause protects private or proprietary information, like:

• Business methods
• Pricing structures
• Client data
• Internal processes
  

A non-disparagement clause restricts negative statements about a party.

Confidentiality clauses are still valid and enforceable in client contracts don’t prevent someone from saying they had a bad experience – they simply protect sensitive or proprietary information from being shared publicly.

But, like any contract provision, the scope and enforceability of a confidentiality clause depend on the language used and the applicable law.

Understanding this distinction is critical when drafting contracts that protect your business without crossing legal lines!

	Confidentiality Clause	Non-Disparagement Clause
Primary purpose	Protects confidential or proprietary information	Restricts certain negative statements about a person or business
What it may address	Trade secrets, private business information, client information, internal processes	Negative statements, comments, or communications about a party
Can it affect reviews?	Generally not intended to prevent someone from sharing their experience	May attempt to restrict negative reviews or comments, depending on the language
Main concern	Overly broad restrictions or misuse of confidential information provisions	Restrictions on protected speech, consumer reviews, or other legally protected activity
Common use	Client contracts, NDAs, employment agreements	Settlements, releases, employment/severance agreements, and some business contracts
TBL's general approach	Use confidentiality provisions to protect genuinely confidential information	Do not rely on blanket non-disparagement clauses in standard client contracts

Non-Disparagement Clause Examples by Industry

While the legal rules stay the same, the concerns vary by industry, so here’s a few non-disparagement clause examples by industry:

Business Coaches

Business coaches are especially vulnerable to negative reviews because results depend heavily on client effort. Clear scope of work, communication expectations, and dispute resolution clauses do far more to protect coaches than a non-disparagement clause ever could!

Copywriters

Copywriters often face subjective feedback, like “I just don’t like it,” even when the work meets the brief. Copywriter contracts that define revisions, approvals, and feedback processes reduce the risk of dissatisfaction turning into public criticism.

Designers, Consultants, and VAs

As an online service provider, expectation-setting from the very beginning is everything. Most negative reviews stem from misaligned assumptions, not malicious intent. This is where having strong contracts in place is so key – they are one of the most important tools you can use to prevent misunderstandings before they happen.

What Should You Use Instead of a Non-Disparagement Clause?

If your goal is to prevent negative reviews, a non-disparagement clause is usually not the best place to start.

Instead, your client contract should focus on preventing the misunderstandings that often lead to negative reviews in the first place. Depending on your business, that might include:

• A detailed scope of work that clearly explains what is and is not included
• Defined revision limits so clients know how much feedback and reworking is included
• Communication expectations that explain where and when clients can contact you
• Response-time expectations so both sides know what to expect
• Approval procedures so clients have clear opportunities to review and approve work
• Dispute resolution procedures that give both parties a process for addressing concerns
• Confidentiality protections for genuinely private or proprietary information

These provisions do not guarantee that every client will be happy, but they can help reduce confusion and give you a clearer framework for handling disagreements when they arise.

Frequently Asked Questions About Non-Disparagement Clauses

Can I put a non-disparagement clause in my client contract?

You may be able to in some circumstances, but that does not mean it will always be enforceable or appropriate. The answer depends on the type of client, the relationship, the wording of the clause, and applicable federal and state law. Consumer-facing businesses also need to consider the Consumer Review Fairness Act.

Can a non-disparagement clause prevent a client from leaving a negative review?

Not necessarily. A blanket contractual restriction on consumer reviews may be prohibited under federal law in certain circumstances. Even outside the CRFA, the enforceability of a restriction depends on the specific contract and applicable law.

Is a non-disparagement clause the same as a confidentiality clause?

No. A confidentiality clause is designed to protect private or proprietary information. A non-disparagement clause addresses statements that could negatively affect a person or business's reputation. They serve different purposes.

When is a non-disparagement clause more appropriate?

Non-disparagement provisions are often more appropriate in negotiated agreements, such as certain settlement agreements or releases, where the parties are resolving a specific dispute. The language still needs to comply with applicable law and should be tailored to the circumstances.

Does The Boutique Lawyer include non-disparagement clauses in its contract templates?

No. TBL's standard client contract templates do not rely on blanket non-disparagement clauses to protect your business. Instead, they focus on clear expectations, scope of work, communication, revisions, dispute resolution, and other provisions designed to reduce misunderstandings and manage risk.

Do The Boutique Lawyer Contract Templates Include Non-disparagement Clauses?

Now that you know the 411 on non-disparagement clauses, you might be wondering do The Boutique Lawyer contract templates include a clause like this?

The answer is no and here’s the most simple reason why:

We generally do not recommend relying on blanket non-disparagement clauses in standard client contracts, particularly when working with consumers. Depending on the relationship and applicable law, these provisions may create legal or enforceability concerns that outweigh their potential benefit.

The Boutique Lawyer contract templates are intentionally drafted with applicable federal and state legal considerations in mind, including the Consumer Review Fairness Act where relevant. They focus on protecting your business through clear expectations and legally appropriate contract provisions, rather than attempting to silence clients or restrict reviews.

Instead of trying to silence negative feedback, the better approach is to build a strong legal foundation that helps prevent misunderstandings in the first place. That means clearly defining the scope of work, setting expectations, establishing communication and revision procedures, and having a process for handling disputes when they arise.

That's exactly what your client contract should help you do.

These clauses are written strategically and are designed to reduce misunderstandings, set expectations, and give you leverage if a disagreement arises, while avoiding provisions that may create unnecessary legal or enforceability concerns.

And in the rare situation where a dispute does escalate to the point of a refund, settlement, or release of claims? That’s when a separate settlement agreement (not your original client contract) is the appropriate place for a mutual non-disparagement clause.

Still not sure which contract is right for your business? Explore our attorney-drafted contract templates for online business owners to find the right fit for your business.

The Bottom Line on Non-Disparagement Clauses in Contracts

At the end of the day, non-disparagement clauses sound like the solution when you’re worried about bad reviews, but as you’ve seen, they’re rarely the right tool for standard client contracts. 

In fact, using one in the wrong context can put your business at legal risk instead of protecting it.

Because remember: the real issue isn’t negative reviews themselves – it’s unclear expectations, poor communication, and a lack of structure around how issues are handled when things don’t go as planned.

And those problems aren’t solved by trying to silence clients. They’re solved by contracts that are thoughtfully drafted, legally compliant, and designed for how online service businesses actually operate.

When non-disparagement clauses are appropriate, such as in settlement agreements or certain employment and contractor relationships, they need to be mutual, limited, and used intentionally. 

But for most online business owners and service providers, like coaches, copywriters, and consultants, the better approach is a contract that prevents disputes from escalating in the first place.

The goal with a contract should never be to control what a client says, but rather create a positive client experience and a legal foundation that doesn’t invite public conflict to begin with.

If you’re worried about bad reviews, the answer isn’t a non-disparagement clause. It’s a contract that actually works for your business, your clients, and the law, and that’s exactly what we here at The Boutique Lawyer aim to provide for online businesses of all kinds. 

➡️ CLICK HERE to browse our contract template shop by industry and find the contracts that best fit your business.

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ABOUT THE AUTHOR, AMBER GILORMO – ATTORNEY AND FOUNDER OF THE BOUTIQUE LAWYER

Amber Gilormo is the cool lawyer behind The Boutique Lawyer – a one-stop contract template shop for creative entrepreneurs, online business owners, coaches, and service providers.

From client agreements to digital product terms and everything in between, our lawyer-drafted templates take the guesswork out of staying legally protected online (no legal jargon required).

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