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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
Confidentiality & Data Security
Negotiation strategy
Ensure that the confidentiality clause is comprehensive and includes specific security standards. Negotiate for audit rights to verify compliance with the agreed terms.
Focus on limiting the scope of confidential information to what is necessary. Propose reasonable security measures that align with industry standards to avoid excessive costs.
Essential elements
1
Confidentiality Definition
Defines what is considered confidential.
2
Security Standards
Outlines required security measures.
3
Breach Notification
Specifies breach reporting timelines.
Action framework
ACCEPT
Propose edits if the security measures are not aligned with industry standards or are too vague.
EDIT
Reject if the clause does not provide adequate protection for sensitive information.
ADD
Add specific jurisdictional requirements if applicable laws demand higher standards.
PRO TIP
Always ensure that the confidentiality clause includes a clear definition and reasonable security measures to protect sensitive data.
Real-world examples
FAVORABLE
Preferred Confidentiality Definition
"Confidential Information" means any information, whether written, electronic, or oral, that is disclosed by one party to the other party, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is received by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
NEUTRAL
Audit Rights
Each party shall have the right, upon reasonable notice and during normal business hours, to audit the other party's compliance with the terms of this Agreement, including the security measures in place to protect Confidential Information. The auditing party shall bear its own costs for such audits and shall conduct them in a manner that minimizes disruption to the audited party's business operations.
UNFAVORABLE
Weak Security Standards
"The parties agree to use commercially reasonable efforts to protect Confidential Information."
Alternative scenarios & positions
High-Risk Projects
For projects involving highly sensitive data, additional security measures and more frequent audits may be necessary to ensure compliance and protection.
Cross-Border Transactions
When dealing with international parties, ensure that the confidentiality and data security clauses comply with all relevant jurisdictions' laws, such as GDPR for EU data.
Cloud-Based Services
For agreements involving cloud services, include specific provisions regarding data storage, access controls, and breach notification procedures.
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