Privileged Information

Privileged Information

To avoid any purported, constructive, or actual waiver of attorney-client privilege or other applicable privilege through the disclosure of information under an NDA, the parties can agree to language that preserves such privilege(s) under the joint-defense or common-interest doctrine:

Exemplar N21-1

To the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

Exemplar N21-2

To the extent that any Evaluation Material may include materials that are subject to the attorney-client privilege, the attorney work-product doctrine or any other applicable privilege or protective doctrine, including any such privilege or protective doctrine pertaining to pending or threatened legal proceedings or governmental investigations, each party hereto understands and acknowledges that both parties hereto and their respective Representatives have a commonality of interest with respect to the matters that are the subject of this Agreement, and it is the mutual understanding and intention of both parties hereto that the sharing of such Evaluation Material is not intended to, and shall not, waive or diminish in any way the confidentiality of such Evaluation Material or its continued protection under the attorney-client privilege, the attorney work-product doctrine or other applicable privilege or protective doctrine. All Evaluation Material provided by either party hereto that is entitled to protection under the attorney-client privilege, the attorney-work product doctrine, or any other applicable privilege or protective doctrine shall remain entitled to such protection under those privileges or doctrines, this Agreement, and under the joint defense privilege or doctrine.

Exemplar N21-3

To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any Confidential Information or any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, it is acknowledged and agreed that the Parties have a commonality of interest with respect to such Confidential Information or action, suit, proceeding, investigation, arbitration or dispute and that it is the Parties’ mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the Parties agree to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges or doctrines.