Non-Disparagement Clauses - Appropriate for Wedding Professionals?
Wedding Professionals and vendors work with clients that have high expectations. Few events involve the emotion and import associated with a wedding. Unfortunately magic wands to change pumpkins into coaches and mice into horses only exist in the realm of Disney. So what is a wedding professional or vendor to do about a client that has unrealistic expectations? There are only two options. You are either going to deal with the expectations before or after you have done the job.
Before you accept a job, you need to make sure that you present an accurate picture of what can be expected in terms of your goods and services. Often the first question that wedding professionals and vendors are asked is how much they charge. If a professional allows the discussion to focus only on price, there is a good chance that the client’s other expectations will not be addressed. While cost is a major consideration, clients are not going to be happy with goods or services that fail to meet their expectations no matter how cheap the price.
Perhaps it is no surprise, then, that wedding professionals and vendors have sought to manage unrealistic expectations after the fact by inserting non-disparagement clauses into their contracts. These clauses are meant to discourage negative reviews of the business by providing for monetary damages against clients who do so. If you think that sounds a little heavy handed, you’re not alone. The State of California recently banned these clauses in consumer contracts beginning January 1, 2015. Similar legislation has been introduced in Washington to make non-disparagement clauses unlawful in interstate commerce contracts.
If you are considering the use of a non-disparagement clause in your contract, you should consult with an attorney to discuss the legal benefits and liabilities and to ensure that the clause will be enforceable. You will need to include an adequate definition of what constitutes disparagement, a liquidated damages clause that states the monetary consequences should a client act in manner that meets the definition of disparagement and a means of establishing that the client was made aware of these provisions before executing the contract.
Perhaps not surprisingly, many clients are not going to appreciate your attempt to muzzle them if you fail to meet their expectations. In the end you may find that any attempt to do so chases away business. Even those clients that still hire you will likely express their discontent in some fashion or another. Consider the possible impact of a non-review review: “I am unable to post anything negative about this vendor’s goods or services because of a non-disparagement clause in my contract and am unwilling to post anything positive.”
A better approach would be to have an attorney create a contract without a non-disparagement clause that clearly states what the client can expect of you as a wedding professional and what you expect of your clients. In other words, you would be better served by managing a client’s expectations in the process of marketing your services and goods than trying to manage their feedback after the fact by suing to enforce your non-disparagement clause. There are other options to deal with negative reviews of wedding professionals and vendors, particularly if the comments are defamatory.