How to Draft Publicity Provisions

This provision sets the rules around when, why, and how the parties can publicly speak about the contractual relationship. The goal is to give both parties control over the timing, content, and form of any public disclosures.

Here are 3 things to consider with these clauses:

1. Approval rights - Most publicity clauses condition any public announcement on the other party approving the announcement. Consider adding a review standard such as in its sole discretion or not unreasonably delayed or denied. If publicity is big part of why your client is doing the deal, you may want to insist on pre-approval. You don’t want to discover the other side won’t approve after the deal is signed.

2. Exceptions - Some counterparties are subject to rules that require public disclosure. For example, public companies may have to disclose material transactions under securities laws or their stock exchange rules.

3. Relationship with confidentiality obligations - Evaluate how the publicity provision works with your confidentiality provision. If there is overlap, either remove the inconsistency or identify which provision controls.