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 means any statement that could harm someone’s reputation and that’s where things get tricky. These clauses are often written broadly and may apply to statements that are:
- Public or private
- Written or spoken
- True or false
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.
Where Non-Disparagement Clauses ARE Legally Allowed
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.
In this context, a non-disparagement clause is enforceable because it’s part of resolving a specific conflict, not preemptively silencing someone.
Employment & Independent Contractor Agreements
The CRFA does not apply to employer-employee or independent contractor relationships, which means non-disparagement clauses can be used here, with limits.
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 because they don’t prevent someone from saying they had a bad experience – they simply protect sensitive information from being shared publicly.
Understanding this distinction is critical when drafting contracts that protect your business without crossing legal lines!
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 THE thing that can prevent misunderstandings before they happen.
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:
Non-disparagement clauses don’t belong in standard client contracts and including them can potentially create more legal risk than protection.
The Boutique Lawyer contract templates are intentionally drafted to comply with federal law (including the Consumer Review Fairness Act) and to protect your business in ways that actually hold up – not by attempting to silence clients, but by preventing the issues that typically lead to negative reviews in the first place.
Instead of a non-disparagement clause, TBL contracts focus on legally sound protections like:
- Clear scope of work and deliverables, so clients understand exactly what they are (and aren’t) getting from the start
- Defined communication and feedback processes, which reduce frustration and misalignment before things escalate
- Revision limits and approval timelines, especially critical for creative and subjective work
- Dispute resolution clauses, requiring concerns to be addressed privately first rather than going straight to public platforms
- Confidentiality provisions, which protect your proprietary information without restricting a client’s right to share their experience
and more!
These clauses are written strategically and are designed to reduce misunderstandings, set expectations, and give you leverage if a disagreement arises, all without crossing legal lines or risking enforceability.
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 if a TBL contract template is right for your business? CLICK HERE to learn more about our contracts and why they’re a great fit for online business owners specifically.
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.
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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