This Joint Defense Agreement, also called a Common Interest Agreement, is an
agreement whereby multiple parties with a common interest in actual or threatened
litigation can communicate with one another and coordinate strategy. It allows co-
defendants and their lawyers to share work product and information, prepare a joint
strategy, and share costs, without waiving the attorney-client privilege and work product
protection. The sharing may involve cooperation on all aspects of a case, from strategy
to discovery and trial, or it may simply permit access to each other's witnesses.
JOINT DEFENSE / COMMON INTEREST AGREEMENT
This Joint Defense Agreement (hereinafter â€œAgreementâ€) is entered into by and among the
undersigned entities (individually â€œPartyâ€, and collectively, â€œPartiesâ€) as represented by their
respective undersigned counsel.
A. This Agreement records certain understandings reached among the Parties and their counsel
with respect to their common interests in connection with the subject matter and any anticipated
litigation ________________________ (â€œMatterâ€);
B. This Agreement regarding common interest and confidentiality pertains to meetings,
discussions, investigations, documents or legal proceedings, of any kind, between and among the
undersigned relating directly or indirectly to the Matter and any anticipated or actual litigation;
C. The Parties desire, through their counsel, to work cooperatively and to pursue their common
interest in developing strategy related to the defense of the Matter and/or any anticipated
litigation. In the pursuit of their common interest and objectives, the Parties desire to share
confidential and privileged information and documents among themselves through their
attorneys for mutual benefit. The Parties anticipate that each may have access to information as
to which an individual Party has a protected, confidential relationship that is not available to any
other Party. In the interest of exploring the possibility of a common position, the Parties wish to
take every lawful, ethical and proper step to permit their respective counsel to share and
exchange intelligence, strategies, legal theories, confidences and other secrets, information and
documents â€œPrivileged Communicationsâ€;
D. It is the understanding of the Parties that any confidences shared pursuant to this Agreement
are fully protected under the concept of a joint defense/interest privilege and work product
immunity as recognized by federal/state law;
NOW THEREFORE, in consideration of the mutual promises and obligations of the Parties, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1. The Parties may, at the sole option of each, share and exchange intelligence, strategies,
legal theories, confidences, information and documents (hereinafter "Materials") to advance the
proper and appropriate participation in the Matter and any anticipated or actual litigation.
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2. Any exchange of information in connection with such joint efforts is not intended to
waive any attorney/client or attorney work product privilege, or other protection from disclosure
to third parties which may be otherwise available.
3. All work and services performed by the undersigned counsel and their respective firms
and consultants pursuant to this Agreement and communications among the undersigned counsel
and their consultants and/or clients in connection with this undertaking shall be conducted and
protected pursuant to the attorney-client privilege and work product doctrine as recognized in
_________ [name of the state]. In the event of any effort by a third party to compel the
disclosure of information obtained pursuant to this Agreement, the Party which is the target of
the subpoena or other form of compulsory process shall promptly notify the other Party whose
information is affected so as to afford such Party the opportunity to seek protection from the
compelled disclosure of the information.
4. Any Privileged Communications or Materials exchanged by counsel pursuant to this
Agreement shall not be used by any Party for purposes unrelated to the Matter and any
anticipated or actual litigation. The Parties acknowledge and agree that the attorney-client
privilege and work product doctrine shall apply to all Privileged Communications. It is intended
that all Privileged Communications remain confidential in accordance with the terms of this
Agreement, and it is on this basis that all Privileged Communications are made between and
among the respective counsel and employees, assistants and professionals engaged by them.
Each Party agrees to maintain the confidentiality of all Privileged Communications and shall also
instruct counsel that none of the Privileged Communications obtained or developed by any of the
Parties, counsel, employees, assistants and professionals as a result of this Agreement shall be
disclosed to third parties without the consent of the undersigned Parties and counsel.
5. The undersigned will preserve the confidentiality of all joint information, to the extent
allowed by law. Disclosure of the joint information shall be limited to the clients, their counsel,
and employees of counsel, subject to the further provisions of this Agreement as used in this
Agreement, "Joint Information" shall refer to all information and materials shared between or
among any signatories to this Agreement, including memoranda of law, factual summaries,