A Brief Introduction About the Joint Defense Agreement
A Joint Defense Agreement is a legal agreement that is created between two parties that share a vested interest in each other. In legal terminology, they have a common interest to protect and therefore agree to share defensive legal measures while at the same time not sharing or breaking attorney-client privileges or internal trade secrets applicable within their organizations. In simple terms, they agree to mutually collaborate on a legal cause under a mutually agreed set of terms and conditions.
The most interesting aspect of a JDA or Joint Defense Agreement is the fact that it allows both parties to protect their interests while at the same time, fight for a legal cause together. This document allows them to share information, which helps in the legal defense, while at the same time protect them from sharing internal trade secrets and work products.
Who Takes the Joint Defense Agreement? – People Involved
In the creation of a Joint Defense Agreement, there are usually two parties involved, the first being the company or organization who decides to collaborate on a legal matter and the second being the company or organization which agrees to collaborate with the proposing organization.
One important thing to note in the formation of this contract is the fact that both parties are forbidden from sharing work products, trade secrets, and other internal details with each other, except those which are exclusively needed for the legal cause in context.
Purpose of the Joint Defense Agreement – Why Do You Need It?
The primary purpose of this agreement is to establish a proper understanding between both the organizations and to make sure that the interests of the private parties, along with the collective, are protected at all points in time.
Some of the essential aspects that both parties need to keep in mind while forming the contract are as mentioned below.
Even the most diligent practitioners of law are prone to making mistakes in the fine print of the contract that can lead to severe damage to either or both the stakeholders in the contract. Therefore you or the legal team should check the fine print carefully before signing.
More often than not, the creation of a Joint Defense Agreement can lead to unanticipated conflicts and or vicarious disqualification issues. While this particular might not be the sole fault of the legal team hired to undertake the procedure, they too are always prone to mistakes. Thus it is always advisable that you take a third party opinion before placing your signature on the dotted lines.
Contents of the Joint Defense Agreement – Inclusions
- Parties Involved: There are two parties involved; the first being the company or organization which proposes the legal collaboration and the second being the company or organization which accepts the offer of collaborating on a legal cause.
- Effective Date: This section mentions the date from which this contract will stand legally binding, also the date on which the same can be dissolved.
- Where does it Apply: It is legally applicable within the state boundaries, city, or county where it was initially drawn at.
When hiring a law firm for the creation of your Joint Defence Agreement, if you are contemplating the choice of candidates, it is always better to undertake specific prophylactic measures. Some of the most significant prophylactic measures you are advised to take are as mentioned below.
The first question you need to ask the attorney or the team of attorneys you are hiring is if they have worked on any Joint Defense Agreement creation projects before this. Hiring an attorney who has very little experience in the creation of such legal instruments exposes your company or organization to faulty errors, which can result in a loss of several million dollars.
Make sure that you get the names and credentials of all the stakeholders involved in the formation of the contract correctly.
Once you have received the first copy or draft of the Joint Defense Agreement, take a second opinion and analyze it yourself carefully to see if there are any waiver provisions.
Make sure you run a background on the firm you are hiring as well as the firm you are partnering up with to create the Joint Defense Agreement. You need to be sure that they do not have any provisions related to past clients or, in many cases, they might have participated in.
Lastly, check if the attorney or the team of attorney is advisable to any of the members. If they are, check where the matters are substantially relatable.
How to Draft the Joint Defense Agreement?
A Joint Defense Agreement can be drafted by simply following the steps mentioned below.
- Organize a meeting between both the parties and discuss upon the terms and conditions of the agreement, such as the details and information that will be shared between both the organizations for the legal defense in context, the funds to be exchanged and the date on which the said contract will be legally binding.
- Once the parties have mutually agreed to the terms and conditions, it is advisable to reach out to a lawyer and ask him to draw up a Joint Defense Agreement according to the specifications discussed.
- Make the parties sign the contract and get it registered in a house of law, as suggested by your lawyers.
While negotiating a Joint Defense Agreement, both parties need to protect their interests, while at the same time contribute to the collaborative legal cause.
Benefits & Drawbacks of the Joint Defense Agreement
The most significant benefits of having a Joint Defense Agreement are as follows.
Benefits of Having a Joint Defense Agreement
- The contract mentions the responsibilities, duties, and limitations. Therefore it ensures that both parties are well aware of them at all points in time.
- This is document acts as legal proof and thus can be produced in court if there is a need in the future.
- In the absence of a Joint Defense Agreement, the parties don’t have legal proof of the understanding taking place between two entities. So, if the matter is ever brought to court, both parties stand to lose.
What Happens in Case of Violation?
In the case of violation of a Joint Defense Agreement, certain remedies could come into effect, and in a few cases, the contract could be dissolved, and a new set of terms and conditions are agreed upon.
As mentioned, there are several checks you need to undertake to make sure your Joint Defense Agreement is watertight, and no waivers exist in the contract. While an ethical screening is always advisable, you need to take note of certain aspects when you are undertaking the same.
For example, in the absence of a waiver in the contract, a conflict which is already present, may get unnoticed, but at the same time, when the case is brought to court, you will be prone to the case getting dissolved on the grounds of the waiver existing in the first place.
Additionally, in the absence of a waiver, either of the stakeholders can opt for replacing attorneys or the whole legal team in place, thus exposing both parties to a leak in confidential information, which might cause significant damage in the long run.
A Joint Defense Agreement document is designed to let both the parties involved in the transaction and understanding mutually benefit the same time. The same is legally binding in court and is meant to protect both parties in the event of a dispute, violation, and or misunderstanding.
All in all, it can be well understood that crafting a watertight Joint Defense Agreement is a tough job. You and your legal team need to sit down and analyze every detail that goes into the formation of the contract and make sure that the fine print protects your interest as well as the collective interest at all times. More often than not, small mistakes in these types of legal instruments can lead to costly damages, and thus, it is always advisable to be extra cautious than to regret later.