How would you handle a situation about a former employer and a non-disparagement clause?

Long story short, I left a job about two years ago that was the only bad job I’ve ever had. It was just a terrible place to work, and the only kindness they ever did for me was laid me off when I requested it prior to a restructuring round. Because I was laid off rather than quitting, it came with a substantial severance package.

Part of the paperwork that I signed for this package included a non-disparagement clause; boilerplate language that says that I’m not allowed to say anything bad about them to anyone.

Fast forward, and I have an acquaintance who is considering an offer for a position within the group that I used to run there, and asked me for my opinion of the place. This puts me in a difficult situation, obviously.

Not asking for legal advice, as that much is clear: I can’t say anything bad without risking having to return my severance package.

But, what would you do? Personally, I’m unwilling to lie and say everything was great. I’m unwilling to stick my neck out fully and say everything was terrible. I’m considering giving her some version of the GLOMAR response that due to my signed contract, I can neither confirm nor deny that the place was a terrible place to work. Obviously, that could be interpreted by the listener as negative, as I would just say it was great if it was great, but I can’t imagine I could possibly face repercussions for it.

I’m more curious as to what others would do here than anything else. It angers me more than a bit that I’m in this position where I have to risk my own reputation to save theirs.

Tell the truth. “I’ve signed a non disclosure which does not allow me to share my opinion of them as an employer.” Those that you tell that to will get the message loud & clear plus you’ll be lauded subtly for honouring the agreement. Win/win for you, IMHO.

But it’s not a non-disclosure. It’s a non-disparagement. I’m allowed to share my opinion as long as I say nice things!

It would somewhat depend on what kind of acquaintance it was. If I didn’t know them too well, I’d follow Mallard’s example, except instead of saying I can’t share my opinion, I’d be more accurate and say “I can’t say anything bad about them.” It makes it glaringly obvious what my opinion is.

If it was a closer friend, such that I’d feel bad if they took a bad job and I didn’t warn them off, I’d probably be a little more open. I’d try to couch it in terms of reasons why the place didn’t work for me, but I’m sure I’d end up violating the letter of the agreement. For me, it’s an acceptable risk - they really are more concerned about statements published in reviews or on LinkedIn than a one-on-one conversation with a friend.

Personally, I’d probably give them an honest, if not exactly detailed, indication of my opinion of the company. I’d probably

Even better. Just say “I had to sign a non-disparagement agreement” and follow that with silence and a pointedly direct but carefully blank look. Anyone with a half a clue should be able to pick it up from there.

Just like that. “I can’t tell you all of what I think because I signed a non-disparagement contract. I can tell you all the good things about the place”, then the silence.

I have my doubts that such a contract can be enforced in the long run even though it could cause a lot of trouble in the short run.

This has been along the lines of where I’m heading. This is somewhat how I handled it on the day of the layoffs, as it was somewhat shocking to everyone that I was leaving and people were asking me for the story.

This is an acquaintance, not a friend. If it was a friend, who I trusted, I would be open and violate my contract. At the same time, this is a small world and a small industry, and lying to someone can come back to bite me in the ass later if I say everything there was great and it wasn’t.

Honestly, I have no idea how these clauses are even legal. It requires me to either lie or, as suggested above, find ways to subtly tell the truth; the clause itself requires me to break it or lie.

Just say, “I’m not permitted to discuss my opinion of that company due to a contractual obligation.”

You’re previous employer, if they were to get wind of this, may say, no you just aren’t allow to say anything bad about us.

And then you can say again, “I’m not permitted to discuss my opinion of that company due to a contractual obligation.”

I might make the following change:
“I can’t tell you all of what I think because I signed a non-disparagement contract after my request to be laid off was granted. I can tell you all the good things about the place”

My God, they’ve silenced TroutMan in mid-sentence just for threatening to speak his mind. That’s one powerful non-disparagement clause!

I’m too much of a wise-ass. I’d say things like, “They weren’t the most totally evil people on earth. The situation there wasn’t a complete hell on earth.”

:laughing: I don’t know what happened there.

OP, do you have a spouse or significant other who could talk about how miserable you were when you had that job?

This is the time to follow your former employer’s lead exactly to the letter. Just answer every question with:

“I can confirm that I was employed there from X date to Y date.”

I’m embarrassed I didn’t think of this, but I still think it may be a bit too cute by half!

Does the agreement say if you can even talk about the clause?

Typically, the first rule of non-disclosure/disparagement clauses - Don’t talk about non-disclosure/disparagement clauses.

IANAL but I’ve had to sign a couple of these and you just can’t mention them.

A version of @Kent_Clark’s statement said with emphasis would be the best you could probably do.

Acquaintance: “What was it like working there?”

You: (pause) “My chair was quite comfortable.”

Acquaintance: “What is the corporate culture like?”

You: “They have a really nice coffee machine.”

A couple answers like this will get the point across.

There was no clause about discussion of the clause. Just that there could be no specific disparagement in person or online. So, on the day of the layoffs, when I was being approached, my answer was some version of “I’m pretty sure that I can’t discuss anything based on the documents that I’m being asked to sign.”

That answer is all well and good for people who already work at the company, but I hate the idea of someone looking to join on and getting a one-sided account because that side has silenced any alternative accounts.

Yes, this is what I was thinking - normally, you cant even admit to the existence of the paperwork, as it obviously shows they paid you off for some reason.

You can probably say ‘I’m contractually obliged not to discuss the company’ as that doesn’t reveal the existence of a non-disparagement agreement. It could just have been part of a standard employment contract.

You do realize you disparaged them in the second sentence of your OP…