Appendice 6. Sample Joint Defense Agreement

• Pages: 1-2

APPENDIX 6 6-1

Sample Joint Defense Agreement

PRIVILEGED AND CONFIDENTIAL

SUBJECT TO JOINT DEFENSE

AND WORK-PRODUCT DOCTRINE

John Doe, Esq.

Doe & Roe

Washington, D.C.

Re: Acme, Inc. Acquisition of Amalgamated, Inc.

Dear Mr. Doe:

This will confirm our discussions concerning our cooperation in

resolving any antitrust and competition issues that may arise in

connection with the proposed transaction. This letter is intended to

supplement the confidentiality agreement already executed by our

clients. This letter does not create any attorney-client relationship

between this firm and Amalgamated, Inc. and its affiliates or between

your firm and Acme, Inc. and its affiliates.

We have concluded that our clients share a common interest in

resolving antitrust and competition issues concerning the proposed

transaction. In order to allow us to share confidential documents and

information concerning our respective clients so we can develop joint

positions concerning antitrust and competition issues, each of our firms

agrees to maintain the confidentiality of documents and information

exchanged between the firms. All communications between or among

counsel, their clients, and any economic consultants they may retain are

confidential and are protected from disclosure to third parties by the

clients’ attorney-client privileges, the joint defense privilege, and the

attorney work-product doctrine. Information and documents exchanged

between counsel will be utilized solely for purposes of resolving any

antitrust or competition issues in this transaction and not for any other

purpose. Such documents and information will be disclosed only to firm

members and employees actively working on the proposed transaction,

any economic consultants they may retain, and representatives of our

respective clients to the extent deemed necessary by the firm. Each firm

may identify certain documents and information as highly confidential;