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PLAYBOOK TEMPLATES
Joint Defense & Common Interest Agreement
A Joint Defense & Common Interest Agreement protects privileged communications among aligned parties in litigation. This playbook provides guidance on scope, waiver risks, and confidentiality obligations.
Table of Contents
Compliance & Regulatory Obligations
Negotiation strategy
Ensure that compliance obligations are clearly defined and consistent with internal policies. Negotiate for regular compliance certifications and audit rights to monitor adherence.
Negotiate for reasonable notice periods for audits and ensure that compliance obligations are feasible and aligned with operational capabilities. Seek cooperation clauses for regulatory inquiries.
Essential elements
1
Compliance Certifications
Annual compliance confirmation.
2
Audit Rights
Access to records and personnel.
3
Cooperation in Inquiries
Assist in regulatory investigations.
Action framework
ACCEPT
Propose edits to clarify compliance responsibilities and audit procedures.
EDIT
Reject clauses that impose unreasonable compliance burdens or lack mutual cooperation.
ADD
Add clauses for jurisdiction-specific compliance and cooperation in inquiries.
PRO TIP
Regularly review and update compliance clauses to reflect changes in laws and regulations.
Real-world examples
FAVORABLE
Preferred Compliance Clause
"The Parties shall comply with all applicable laws, regulations, and industry standards relevant to the performance of their obligations under this Agreement. Each Party shall be responsible for monitoring any changes in such laws and regulations and implementing necessary adjustments to ensure ongoing compliance."
NEUTRAL
Fallback Compliance Clause
"Each Party shall comply with applicable laws and regulations and inform the other Party of any changes affecting this Agreement."
UNFAVORABLE
Vague Compliance Obligations
"The Parties agree to comply with relevant laws as necessary."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that compliance clauses include detailed audit rights and frequent reporting requirements to mitigate potential legal exposure.
International Operations
For international operations, include clauses that address compliance with both domestic and foreign regulations, ensuring alignment with global standards.
Technology Transactions
In technology transactions, emphasize data protection and privacy compliance, incorporating specific obligations related to cybersecurity standards.
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