A Brief Introduction About the Joint Defense Agreement
A Joint Defense Agreement is a legal agreement that creates an obligation between two parties that share a vested interest in the transaction. 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.
Joint Defense Agreement (JDA) allows both parties to protect their interests when fighting for a legal cause. This document outlines responsibilities in the legal cause without divulging trade secrets.
Who Takes the Joint Defense Agreement? – People Involved
In the creation of a Joint Defense Agreement, there are usually two parties involved: the company or organization who wants to collaborate on a legal matter and the company or organization which agrees to cooperate with the proposing organization.
In this contract, both parties should not share any internal details, including trade secrets and work products, except as much as required in the context of the legal clause
Purpose of the Joint Defense Agreement – Why Do You Need It?
A JDA outlines the scope of work that each participating party performs without compromising on their interests.
Some key points to remember when forming a JDA are
Both parties should be on the same page regarding the fine print of the agreement. Because these contracts are binding, reneging on the contracts can be a costly affair for all the stakeholders. You should peruse the contract carefully before signing on the document
More often than not, the creation of a Joint Defense Agreement can lead to unanticipated conflicts and or vicarious disqualification issues. To avoid them, you should ensure that the agreement document covers and protects your interests.
Contents of the Joint Defense Agreement – Inclusions
- Parties Involved: There are two parties involved: the company or organization which proposes the legal collaboration and the company or organization which accepts the cooperation.
- Effective Date: The date from which this contract will come into force and when it can be dissolved.
- Where does it Apply: It is legally applicable within the state boundaries, city, or county where it was initially drawn at.
Prophylactic Measures
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 actions are.
The first question you need to ask the attorney you are hiring is if they have worked on any Joint Defense Agreement creation projects before. Experience counts for ensuring that your document is free of errors and considers all your interests.
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 or analyze it yourself.
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. Their relationship with clients in the previous transactions is an important consideration.
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
- Discuss the technicalities of the arrangement including the extent of information sharing and terms of engagement
- Employ legal assistance in writing the JDA
- Register the contract as per legal advice after signing it.
Negotiation Strategy
You need to protect your interests in a JDA. When negotiating, you need to ensure you have leverage. Your JDA should also outline the scope clearly so that you achieve your legal cause without any hitches.
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.
- JDA is a legal proof and thus can be produced in court for when disputes arise
- In the absence of a Joint Defense Agreement, the parties don’t have admissible evidence of the understanding taking place between two entities. Legally, this is a lose-lose situation
What Happens in Case of a Violation?
In the case of violation of a Joint Defense Agreement, specific remedies could come into effect, and in some instances, 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 airtight. Professional screening is always advisable.
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 a suit is brought against you, your case may not have merit.
Additionally, in the absence of a waiver, either of the stakeholders can opt for replacing attorneys or, 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(1).
All in all, it can be well understood that crafting an airtight 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.