A joint defense agreement (JDA) is a legal document that outlines the terms and conditions of a collaborative agreement between two or more parties involved in the same legal case. The purpose of a JDA is to create a confidential and privileged relationship between the parties involved in order to facilitate the sharing of privileged information and the development of legal strategies. In this article, we will provide a sample joint defense agreement and discuss its important provisions.
Sample Joint Defense Agreement
This JDA is entered into by and between:
[Name of Party 1], (“Party 1”) [Address], and
[Name of Party 2], (“Party 2”) [Address]
(collectively, “the Parties”)
Whereas, Party 1 and Party 2 each have an interest in a legal proceeding, civil or criminal, now pending or threatened to be brought before any court, administrative agency, or other tribunal (“Action”);
Whereas, the Parties each desire to cooperate and exchange information with each other in connection with the Action, without waiving any privilege, immunity, or protection available under law;
NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein, the Parties agree as follows:
1. Purpose of JDA
The purpose of this JDA is to establish a confidential and privileged relationship between the Parties in the context of the Action, to facilitate the sharing of information and development of legal strategies without waiving any privilege, immunity, or protection available under law.
2. Confidentiality
All communications and information exchanged between the Parties in connection with this JDA and the Action shall be treated as confidential and protected by the attorney-client privilege and/or work product doctrine, as applicable. The Parties agree to use reasonable efforts to maintain the confidentiality of all such communications and information.
3. Restrictions on Disclosures
The Parties agree not to disclose or use any information exchanged pursuant to this JDA for any purpose other than the defense of the Action, without the prior written consent of the disclosing Party or a court order compelling disclosure. The Parties also agree not to waive any privilege, immunity, or protection available under law in connection with this JDA or the Action.
4. Termination of JDA
This JDA shall terminate upon the earliest of: (a) the conclusion of the Action; (b) written agreement of the Parties; or (c) a final, non-appealable court order terminating the JDA.
5. Governing Law and Jurisdiction
This JDA shall be governed by and construed in accordance with the laws of the state where the Action is pending. Any dispute arising out of or in connection with this JDA shall be resolved by the courts of such state.
6. Entire Agreement
This JDA constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
Conclusion
A joint defense agreement can be a powerful tool in a legal dispute, allowing parties with common interests to collaborate and exchange information while maintaining the confidentiality and privilege of such communications. The sample JDA provided in this article contains important provisions to ensure that the Parties can cooperate effectively and protect their legal interests. Any Party who is considering entering into a JDA should seek the advice of their legal counsel.