TL;DR: A publicity clause is one of the most under-negotiated provisions in commercial contracts, and that is exactly why it causes so many post-signing headaches. The moment a deal closes, one party wants to trumpet the relationship on their website, issue a press release, and plaster the other party's logo across a case study. The other party wants radio silence. Without a well-drafted publicity clause, there is no mechanism to resolve this conflict, and the default in most jurisdictions is that either party can say whatever it wants, subject only to confidentiality obligations that were likely drafted to protect trade secrets, not to prevent a press release. For public companies, the stakes are even higher: SEC Regulation FD, stock exchange rules, and Form 8-K filing obligations can override any contractual restriction on disclosure. And in the age of social media, a single employee's LinkedIn post can functionally constitute a "public announcement" that violates a poorly scoped clause. If you draft publicity restrictions without addressing regulatory carve-outs, logo usage, case studies, and social media, you are writing a clause that will be either breached or ignored within months of execution.
What Is a Publicity Clause?
A publicity clause (also called a press release clause, public announcements clause, or media clause) is a contractual provision that governs whether, when, and how the parties may publicly disclose the existence of their contractual relationship, the terms of the agreement, or any details about the underlying transaction. At its core, the clause establishes a consent mechanism: neither party may issue a press release, make a public statement, or use the other party's name or trademarks in promotional materials without obtaining the other party's prior written consent.
The clause is distinct from, but closely related to, the confidentiality clause. While confidentiality provisions protect the substance of shared information, the publicity clause specifically addresses public communication about the relationship itself. A confidentiality clause might permit disclosure of the contract's existence while prohibiting disclosure of financial terms. A publicity clause might prohibit any public reference to the relationship whatsoever.
In practice, publicity clauses operate on a spectrum. At one end, a blanket mutual consent requirement prohibits all public communications about the relationship unless both parties agree in writing. At the other end, a permissive clause grants broad rights to reference the relationship, display logos, and issue press releases with only a short notice period. Most negotiated clauses land somewhere in between, with a baseline restriction on formal press releases, carve-outs for regulatory disclosures and routine logo usage, and a structured approval process for more detailed communications like case studies and testimonials.
The clause typically addresses several distinct categories of communication, each with its own risk profile: formal press releases (highest visibility, most tightly controlled), website references and logo usage (persistent and broadly visible, but lower profile), case studies and white papers (detailed content that may reveal operational specifics), social media posts (difficult to control, often made by individual employees rather than corporate communications teams), and conference presentations or media interviews (where references to business relationships may arise spontaneously). A well-drafted publicity clause recognizes these distinctions and applies appropriately calibrated restrictions to each category rather than treating all public communications identically.
Why It Matters
Key Elements of a Well-Drafted Publicity Clause
Market Position & Benchmarks
Where Does Your Clause Fall?
Market Data
Sample Language by Position
Vendor-favorable (broad publicity rights):
"Customer hereby grants Vendor the right to identify Customer as a client of Vendor on Vendor's website and in Vendor's marketing materials, including the use of Customer's name and logo. Vendor may issue press releases announcing the parties' relationship upon five (5) business days' prior written notice to Customer, provided that Vendor shall incorporate Customer's reasonable comments. Customer agrees to participate in at least one case study or customer reference within twelve (12) months of the Effective Date, subject to Customer's approval of the final content."
Market standard (mutual consent):
"Neither Party shall issue any press release or make any public statement regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, and shall be provided or denied within ten (10) business days of request. Notwithstanding the foregoing, either Party may make any disclosure required by applicable Law, regulation, or the rules of any stock exchange, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with reasonable advance notice and an opportunity to review and comment on such disclosure."
Customer-favorable (strict restriction):
"Vendor shall not, without Customer's prior written consent (which may be withheld in Customer's sole discretion), (a) issue any press release or public statement referencing Customer, this Agreement, or the Services, (b) use Customer's name, logo, or trademarks in any marketing materials, website, or other communications, or (c) identify Customer as a client or reference Customer's use of the Services in any manner. This restriction shall survive termination or expiration of this Agreement in perpetuity."
Example Clause Language
M&A (Merger Agreement):
"The initial press release with respect to the execution of this Agreement shall be a joint press release in the form attached hereto as Exhibit D, to be issued promptly following the execution of this Agreement. Thereafter, neither the Company nor Parent shall issue any press release or make any public statement with respect to this Agreement or the Merger without the prior written consent of the other Party, except as may be required by applicable Law or the rules of any national securities exchange, in which case the Party required to make such disclosure shall use commercially reasonable efforts to consult with the other Party prior to making such disclosure. Notwithstanding the foregoing, each Party may make public statements in response to questions from the press, analysts, or investors so long as such statements are consistent with previous press releases, public disclosures, or public statements made by the Parties and do not reveal material non-public information about the other Party."
Technology Services Agreement:
"Neither Party shall make any public announcement or disclosure regarding this Agreement or the nature of the services provided hereunder without the prior written approval of the other Party. Notwithstanding the foregoing: (a) Provider may include Client's name and logo on Provider's website client list and in Provider's marketing materials, subject to Client's prior written approval of the specific use, such approval not to be unreasonably withheld; (b) either Party may make disclosures required by applicable Law, regulation, or court order, provided that the disclosing Party gives the other Party prompt written notice (to the extent legally permissible) and cooperates with any efforts to obtain a protective order; and (c) either Party may disclose the existence (but not the terms) of this Agreement to its financial advisors, accountants, and legal counsel who have a need to know."
Joint Venture Agreement:
"The JV Partners shall coordinate all public announcements relating to the Joint Venture and its activities. All press releases, media statements, and investor communications referencing the Joint Venture shall be jointly prepared and approved by both Partners prior to release. Each Partner shall designate a communications representative within ten (10) business days of the Effective Date, and all requests for approval shall be directed to such representative. Approval or denial shall be communicated within five (5) business days of receipt, and failure to respond within such period shall be deemed approval. Each Partner may make statements about the Joint Venture that are consistent with previously approved communications without further approval."
Common Contract Types
Negotiation Playbook
Key Drafting Notes
Common Pitfalls
Jurisdiction Notes
United States: Publicity clauses are generally enforceable in all US jurisdictions but are subject to significant regulatory overrides. Public companies must comply with SEC disclosure obligations, including Form 8-K current reports (material definitive agreements must be disclosed within four business days), Regulation FD (prohibiting selective disclosure of material non-public information), and stock exchange listing requirements. The SEC has consistently held that contractual restrictions cannot override statutory reporting obligations. In regulated industries such as financial services and healthcare, sector-specific regulations may further require or restrict disclosures. Always include a carve-out for disclosures required by applicable law, regulation, or stock exchange rules.
United Kingdom: English law recognizes and enforces publicity clauses as contractual obligations. The UK equivalent of SEC disclosure requirements arises under the FCA's Disclosure Guidance and Transparency Rules (DTRs), the Market Abuse Regulation (as retained post-Brexit), and the Listing Rules for premium-listed companies. DTR 2 requires issuers to disclose inside information as soon as possible, which may include material contracts. The UK Takeover Code imposes specific announcement requirements for public takeover offers. GDPR considerations may arise where publicity involves personal data of named individuals.
European Union: EU Member States generally enforce publicity clauses, subject to the EU Market Abuse Regulation (596/2014), which requires issuers to disclose inside information promptly and takes precedence over contractual restrictions. Companies on EU-regulated markets must also comply with the Transparency Directive. GDPR applies to publicity clauses contemplating disclosure of personal data. In civil law jurisdictions such as France and Germany, contractual penalties for breach of publicity restrictions are enforceable but may be reduced by courts if deemed disproportionate.
Related Clauses
This glossary entry is intended for educational purposes and does not constitute legal advice. Publicity clause requirements vary by jurisdiction, industry, and the regulatory status of the contracting parties. Public companies should consult securities counsel before agreeing to any contractual restriction on public communications. Readers should obtain qualified legal advice tailored to their specific circumstances before relying on the information provided herein.
.avif)
