Joint Defense and Common Interest Agreement Template

This Joint Defense Agreement ("Agreement") is entered into as of [Date] by and among [Party Names], collectively the "Parties," for the purpose of coordinating defense strategy in [Case/Investigation].

1. Purpose

• Facilitate sharing of privileged information and joint defense efforts while preserving attorney-client privilege and work product protections under the common interest doctrine.

2. Scope

• Applies to communications and materials exchanged among Parties and their counsel relating to [describe litigation/investigation].
• Does not create attorney-client relationship between any Party and another Party’s counsel; each Party remains represented solely by its own counsel.

3. Confidentiality and Privilege

• Communications and materials shared under this Agreement are confidential, privileged, and shall not be disclosed to third parties without consent of all Parties.
• Parties will take reasonable steps to maintain confidentiality; inadvertent disclosure promptly addressed with clawback provisions.

4. Use Restrictions

• Information shared may be used only for purposes of joint defense in [Case]; not for any adverse or unrelated matters.

5. Participation and Termination

• Any Party may withdraw upon written notice to all other Parties; obligations regarding confidentiality survive withdrawal.
• Upon withdrawal or termination, withdrawing Party shall return or destroy joint defense materials upon request.

6. Joint Meetings and Strategy

• Counsel may convene meetings, share memoranda, coordinate discovery responses, expert retention, and settlement strategy.
• Parties agree to cooperate in good faith and share relevant information promptly.

7. Waiver of Conflicts

• Parties acknowledge potential conflicts may arise; each retains right to make independent strategic decisions.
• Counsel for each Party must obtain necessary waivers as required by professional responsibility rules.

8. No Obligation to Disclose

• Parties retain discretion regarding disclosure of information; Agreement does not require sharing privileged materials beyond what each Party chooses to provide.

9. No Waiver of Individual Privileges

• Sharing information pursuant to this Agreement shall not be deemed a waiver of privilege as to third parties.

10. Governing Law

• Agreement governed by laws of [State]; disputes resolved in [venue].

11. Entire Agreement

• Represents complete understanding; amendments must be in writing signed by all Parties.

Signatures

Party: ____ Counsel: ___ Date: _

Party: ____ Counsel: ___ Date: _

Add additional signature blocks as needed; maintain roster of participating Parties and counsel.