Common Interest Agreement: Definition, Example
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What is a Common Interest Agreement?
A common interest agreement is an agreement entered into by attorneys and their clients to allow for sharing of information and strategies without violating confidentiality requirements. This document allows the attorneys to coordinate and work together when they represent clients with similar legal interests.
A common interest agreement will include:
- Information to be shared
- Permission of the clients involved
- Attorneys authorized to receive information
This type of document may also stipulate the benefits to the clients from this type of agreement, such as mitigation of costs. It is important that this document be entered into carefully, however, as it could be considered a breach of attorney-client privilege/confidentiality.
Common Interest Agreement Sample
Exhibit 10.23
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ATTORNEY WORK PRODUCT
SUBJECT TO JOINT DEFENSE AND COMMON INTEREST PRIVILEGE
JOINT DEFENSE AND COMMON INTEREST AGREEMENT
THIS JOINT DEFENSE AND COMMON INTEREST AGREEMENT (“Agreement”) is entered into between and among the undersigned legal counsel, on behalf of themselves as counsel, their respective law firms, associated employees and consultants, and their respective clients in this matter (specifically, AMC Entertainment, Inc., Regal Entertainment Group and Cinemark, Inc.). Each client is referred to herein as a “Party,” and the clients are referred to collectively as “the Parties.”
WHEREAS AMC Entertainment, Inc. and Regal Entertainment Group have entered into a new joint venture in the field of advertising and promotion; and
WHEREAS the Parties are discussing the possibility of Cinemark, Inc. participating in the ownership of the joint venture (hereinafter “the Transaction”); and
WHEREAS the Transaction may become the subject of a filing for competition- related approval or clearance, a governmental inquiry, investigation, administrative or regulatory proceedings, or litigation in the United States of America or elsewhere (collectively “Proceedings”); and
WHEREAS the Parties recognize that they have a common interest in assuring that their legal rights in discussing, negotiating and effecting the Transaction are fully protected in the event of any Proceedings; and
PRIVILEGED & CONFIDENTIAL
ATTORNEY WORK PRODUCT
SUBJECT TO JOINT DEFENSE AND COMMON INTEREST PRIVILEGE
WHEREAS the Parties recognize that it is likely to be in their best interest, in defending or asserting their respective legal rights in any Proceedings, to share a variety of information and resources related to the Transaction, without waiving or otherwise risking loss of the protection of the attorney-client privilege, the work-product doctrine, or other applicable privileges, nondisclosure agreements, or legal protections (collectively “Privileges”);
NOW THEREFORE the Parties hereby memorialize in writing this Agreement for their joint defense and common interest, as follows:
1. The Parties acknowledge that they have certain common interests in advocating or defending their interests regarding the Transaction in any Proceedings. The Parties also acknowledge that it may be in their best interests in the sole discretion of each Party: (a) to exchange and jointly develop information, legal theories, and other material related to the Transaction otherwise protected by all or any of the Privileges (“Joint Defense Information”); and (b) to pool their respective work product in a joint and common defense. To the extent the Parties choose to share or jointly develop Joint Defense Information, the terms of this Agreement apply. Nothing herein shall be construed to require one Party to share privileged information or communications with another Party; nor shall this Agreement be construed to alter any of the rights or obligations set forth in any confidentiality, non-disclosure or other agreement already entered into by the Parties in connection with this Transaction.
2. Each Party agrees that all Joint Defense Information exchanged or jointly developed pursuant to this Agreement is communicated in confidence for the purposes of
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securing or communicating legal advice and representation and shall not be used for any other purpose, and is therefore subject to:
(a) any and all of the Privileges belonging to the party conveying or jointly developing the information, which Privileges may not be waived without the prior written consent of such Party, which consent will not be unreasonably withheld when requested by the other Party; and (b) the terms of this Agreement. Any inadvertent or purposeful disclosure by any Party of information exchanged pursuant to this Agreement shall not constitute a waiver of any Privilege of any other Party.
3. To ensure the confidentiality of Joint Defense Information and to preserve any and all of the Privileges belonging to each Party, each Party agrees not to, without the written consent of the other Party from which Joint Defense Information was received or which jointly participated in the development of that Joint Defense Information, give, show, make available, or communicate in anyway any such Joint Defense Information to anyone other than: (a) the signatories to this Agreement, (b) in the case of external counsel, the partners, associates, counsel, staff and other employees of the respective law firms that are working on the Transaction and/or any Proceedings, (c) in the case of internal counsel, the lawyers and legal department support staff that are working on the Transaction and/or any Proceedings, and (d) independent consultants or experts retained by the Parties in connection with the Proceedings; provided, however, that any such attorney, consultant, or expert must agree to abide by the confidentiality and other provisions of this Agreement prior to receiving any Joint Defense Information. To ensure that any attorney, consultant, or expert whom a party may retain in connection with the
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Transaction agrees to abide by the confidentiality provisions of this Agreement before receiving any Joint Defense Information, each Party shall provide a copy of this Agreement to any such attorney, consultant, or expert together with a document stating that one of the terms of the engagement of the attorney, consultant, or expert is that such person agrees to be bound by the confidentiality provisions of this Agreement. Joint Defense Information shall not be further disclosed to any other person unless authorized in writing by the party or Parties that originated the Joint Defense Information. Regardless of whatever Joint Defense Information is created and/
or shared, and unless the Parties subsequently agree otherwise in writing, each Party is responsible, at its sole cost and expense, for all advice and counsel provided by its own attorneys, consultants, and experts.
4. Each Party or its counsel may designate certain very competitively sensitive or otherwise highly confidential proprietary Joint Defense Information as “Highly Confidential.” All “Highly Confidential” Joint Defense Information shall be shared with and solely for the use of the Parties’ external counsel only. External counsel shall not share any “Highly Confidential” Joint Defense Information with the Party that is their client, except with the prior written consent of the providing Party or the providing Party’s counsel.
5. If any government entity or other person requests or demands, by subpoena or otherwise, that a Party produce Joint Defense Information received from the other Party or jointly developed by the Parties, the Party to which the request or demand is addressed shall assert at its sale cost or expense all applicable Privileges, and shall
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immediately upon receiving the request or demand notify the other party about the request or demand and indicate the Joint Defense Information covered by the government request or demand so as to afford such Party the opportunity to intervene in any Proceeding to assert any applicable Privilege on its own behalf and at its own cost or expense. In the event that disclosure is ordered notwithstanding the assertion of any applicable Privilege, the Parties shall cooperate in seeking an appropriate protective order to limit the extent and nature of disclosure.
6. Each Party agrees that the sharing of Joint Defense Information between the parties pursuant to this Agreement does not waive (a) any Privilege, or (b) the confidentiality of such Joint Defense Information which has been designated confidential pursuant to a Protective Order or which is otherwise confidential, and further agrees that no Party may claim such a waiver.
7. The sharing of Joint Defense Information pursuant to this Agreement shall not prevent a Party from asserting any claim, at law or in equity, against any other Party in any proceeding. If there is any proceeding between the Parties in the future (including a proceeding involving additional parties not involved in this Joint Defense Agreement), no Party may use against another Party in that proceeding Joint Defense Information received from that Party or jointly developed by the Parties. Furthermore, no oral or written statements made by one Party to another Party and covered by this Agreement shall be deemed an admission in that proceeding. The Parties further agree to enter into a stipulated protective order in any subsequent proceeding between or among them that shall protect all Joint Defense Information from disclosure to third parties.
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8. The Parties agree that no adequate remedy is available at law for a breach of this Agreement and that, in addition to any other remedies available, performance of this Agreement may be specifically ordered, a breach hereof may be enjoined, or both.
9. In the event that any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, that provision shall have no force or effect, but its illegality or unenforceability shall neither affect nor impair the enforceability of any other provision of this Agreement.
10. This Agreement may not be amended, except by an instrument in writing signed by all Parties.
11. This Agreement may be signed in separate counterparts, each of which shall be binding on the Parties who, through their counsel, are signatory to any counterpart.
12. This Agreement applies to all exchanges of Joint Defense Information between the Parties before execution of this Agreement and is intended as the written embodiment of the Parties’ prior oral joint defense agreement. This Agreement is meant to reaffirm and supplement the prior Joint Defense and Common Interest Agreement entered into by the parties and their counsel dated August 16,2004, and applies to any exchanges of Joint Defense Information under that prior agreement.
13. Subject to the Parties’ respective rights and obligations under any nondisclosure, confidentiality or other agreement made in connection with this Transaction. any Party is free to withdraw from (and in that limited sense thereby terminate) this Joint Defense Agreement upon written notice to the other Party or its
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counsel. Upon notice of withdrawal, each Party shall promptly return all documents in the nature of Joint Defense Information received from the other Party pursuant to this Agreement and shall continue to protect from disclosure to any third party all oral and written Joint Defense Information previously disclosed to it by the other Party or jointly developed by the Parties. Each party shall continue to be bound by this Agreement with regard to the required confidential treatment of any Joint Defense Information received by it or its counsel from the other Party or that Party’s counselor jointly developed by the Parties or the parties’ counsel prior to the withdrawal.
14. Upon the completion of all Proceedings or the termination of all discussion between the parties with respect to the Transaction, each Party shall promptly return all documents in the nature of Joint Defense Information received from the other Party pursuant to this Agreement and shall continue to protect from disclosure to any third party all oral and written Joint Defense Information previously disclosed to it by the other Party or jointly developed by the Parties. Each Party shall continue to be bound by this Agreement with regard to the required confidential treatment of any Joint Defense Information received by it or its counsel from the other Party or that Party’s counselor jointly developed by the Parties or the Parties’ counsel prior to the withdrawal.
15. This Agreement shall terminate upon the completion of all Proceedings, or upon cessation of discussions between the Parties.
16. This Agreement shall be construed and interpreted, and the rights of the Parties shall be determined. in accordance with the substantive laws of the State of New York for contracts expected and likely to be performed solely within such State without regard to the conflict of laws principles thereof or of any other jurisdiction.
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17. Nothing contained herein or done pursuant to this Agreement shall be deemed to create an attorney-client relationship between one Party’s counsel and the other Party. The fact that a Party’s counsel has executed this Agreement and from time to time received Joint Defense Information from the other party or its counsel pursuant to this Agreement shall not in any way preclude (or be used as a basis for seeking disqualification preventing) the first Party’s counsel and those working with such counsel from fully representing any interest of that Party, including representation that may be construed as being adverse to the other Party (such as but not limited to examining or cross-examining any officer or employee of such other Party in any proceeding). The undersigned counsel for each Party represent that they have specifically advised their respective client of this paragraph in the Agreement.
| Dated: March 3, 2005 | By: | /s/ Joseph G. Krauss | ||
| Joseph G. Krauss | ||||
| HOGAN & HARTSON | ||||
| Attorneys for Regal Entertainment Group | ||||
| Dated: March 3, 2005 | By: | /s/ Abbott B. Lipsky, Jr. | ||
| Name: | Abbott B. Lipsky, Jr. | |||
| LATHAM & WATKINS | ||||
| Attorneys for AMC Entertainment, Inc. | ||||
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JOINT DEFENSE AND COMMON INTEREST AGREEMENT
THIS JOINT DEFENSE AND COMMON INTEREST AGREEMENT (“Agreement”) is entered into between and among the undersigned legal counsel, on behalf of themselves as counsel, their respective law firms, associated employees and consultants, and their respective clients in this matter (specifically, AMC Entertainment, Inc. and Regal Entertainment Group). Each client is referred to herein as a “Party,” and the clients are referred to collectively as “the Parties.”
WHEREAS the Parties are discussing the possibility of entering into a new joint venture in the field of advertising and promotion (hereinafter “the Transaction”); and WHEREAS the Transaction may become the subject of a filing for competition- related approval or clearance, a governmental inquiry, investigation, administrative or regulatory proceedings, or litigation in the United States of America or elsewhere (collectively “Proceedings”); and
WHEREAS the Parties recognize that they have a common interest in assuring that their legal rights in discussing, negotiating and effecting the Transaction are fully protected in the event of any Proceedings; and
WHEREAS the Parties recognize that it is likely to be in their best interest, in defending or asserting their respective legal rights in any Proceedings, to share a variety of information and resources related to the Transaction, without waiving or otherwise risking loss of the protection of the attorney-client privilege, the work-product doctrine, or other applicable privileges, nondisclosure agreements, or legal protections (collectively “Privileges”);
PRIVILEGED & CONFIDENTIAL
ATTORNEY WORK PRODUCT
SUBJECT TO JOINT DEFENSE AND COMMON INTEREST PRIVILEGE
NOW THEREFORE the Parties hereby memorialize in writing this Agreement for their joint defense and common interest, as follows:
1. The Parties acknowledge that they have certain common interests in advocating or defending their interests regarding the Transaction in any Proceedings. The Parties also acknowledge that it may be in their best interests in the sole discretion of each Party: (a) to exchange and jointly develop information, legal theories, and other material related to the Transaction otherwise protected by all or any of the Privileges (“Joint Defense Information”); and (b) to pool their respective work product in a joint and common defense. To the extent the Parties choose to share or jointly develop Joint Defense Information, the terms of this Agreement apply. Nothing herein shall be construed to require one Party to share privileged information or communications with another Party; nor shall this Agreement be construed to alter any of the rights or obligations set forth in any confidentiality, non-disclosure or other agreement already entered into by the Parties in connection with this Transaction.
2. Each Party agrees that all Joint Defense Information exchanged or jointly developed pursuant to this Agreement is communicated in confidence for the purposes of securing or communicating legal advice and representation and shall not be used for any other purpose, and is therefore subject to: (a) any and all of the Privileges belonging to the Party conveying or jointly developing the information, which Privileges may not be waived without the prior written consent of such Party, which consent will not be
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unreasonably withheld when requested by the other Party; and (b) the terms of this Agreement. Any inadvertent or purposeful disclosure by any Party of information exchanged pursuant to this Agreement shall not constitute a waiver of any Privilege of any other Party.
3. To ensure the confidentiality of Joint Defense Information and to preserve any and all of the Privileges belonging to each Party, each Party agrees not to, without the written consent of the other Party from which Joint Defense Information was received or which jointly participated in the development of that Joint Defense Information, give, show, make available, or communicate in any way any such Joint Defense Information to anyone other than: (a) the signatories to this Agreement, (b) in the case of external counsel, the partners, associates, counsel, staff and other employees of the respective law firms that are working on the Transaction and/or any Proceedings, (c) in the case of internal counsel, the lawyers and legal department support staff that are working on the Transaction and/or any Proceedings, and (d) independent consultants or experts retained by the Parties in connection with the Proceedings; provided, however, that any such attorney, consultant, or expert must agree to abide by the confidentiality and other provisions of this Agreement prior to receiving any Joint Defense Information. To ensure that any attorney, consultant, or expert whom a Party may retain in connection with the Transaction agrees to abide by the confidentiality provisions of this Agreement before receiving any Joint Defense Information, each Party shall provide a copy of this Agreement to any such attorney, consultant, or expert together with a document stating that one of the terms of the engagement of the attorney, consultant, or expert is that such
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person agrees to be bound by the confidentiality provisions of this Agreement. Joint Defense Information shall not be further disclosed to any other person unless authorized in writing by the Party or Parties that originated the Joint Defense Information. Regardless of whatever Joint Defense Information is created and/or shared, and unless the Parties subsequently agree otherwise in writing, each Party is responsible, at its sole cost and expense, for all advice and counsel provided by its own attorneys, consultants, and experts.
4. Each Party or its counsel may designate certain very competitively sensitive or otherwise highly confidential proprietary Joint Defense Information as “Highly Confidential.” All “Highly Confidential” Joint Defense Information shall be shared with and solely for the use of the Parties’ external counsel only. External counsel shall not share any “Highly Confidential” Joint Defense Information with the Party that is their client, except with the prior written consent of the providing Party or the providing Party’s counsel.
5. If any government entity or other person requests or demands, by subpoena or otherwise, that a Party produce Joint Defense Information received from the other Party or jointly developed by the Parties, the Party to which the request or demand is addressed shall assert at its sole cost or expense all applicable Privileges, and shall immediately upon receiving the request or demand notify the other Party about the request or demand and indicate the Joint Defense Information covered by the government request or demand so as to afford such Party the opportunity to intervene in any Proceeding to assert any applicable Privilege on its own behalf and at its own cost or
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expense. In the event that disclosure is ordered notwithstanding the assertion of any applicable Privilege, the Parties shall cooperate in seeking an appropriate protective order to limit the extent and nature of disclosure.
6. Each Party agrees that the sharing of Joint Defense Information between the parties pursuant to this Agreement does not waive (a) any Privilege, or (b) the confidentiality of such Joint Defense Information which has been designated confidential pursuant to a Protective Order or which is otherwise confidential, and further agrees that no Party may claim such a waiver.
7. The sharing of Joint Defense Information pursuant to this Agreement shall not prevent a Party from asserting any claim, at law or in equity, against any other Party in any proceeding. If there is any proceeding between the Parties in the future (including a proceeding involving additional parties not involved in this Joint Defense Agreement), no Party may use against another Party in that proceeding Joint Defense Information received from that Party or jointly developed by the Parties. Furthermore, no oral or written statements made by one Party to another Party and covered by this Agreement shall be deemed an admission in that proceeding. The Parties further agree to enter into a stipulated protective order in any subsequent proceeding between or among them that shall protect all Joint Defense Information from disclosure to third parties.
8. The Parties agree that no adequate remedy is available at law for a breach of this Agreement and that, in addition to any other remedies available, performance of this Agreement may be specifically ordered, a breach hereof may be enjoined, or both.
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9. In the event that any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, that provision shall have no force or effect, but its illegality or unenforceability shall neither affect nor impair the enforceability of any other provision of this Agreement.
10. This Agreement may not be amended, except by an instrument in writing signed by all Parties.
11. This Agreement may be signed in separate counterparts, each of which shall be binding on the Parties who, through their counsel, are signatory to any counterpart.
12. This Agreement applies to all exchanges of Joint Defense Information between the Parties before execution of this Agreement and is intended as the Written embodiment of the parties’ prior oral joint defense agreement. This Agreement is meant to reaffirm and supplement the prior Joint Defense and Common Interest Agreement entered into by the parties and their counsel dated August 16, 2004, and applies to any exchanges of Joint Defense Information under that prior agreement.
13. Subject to the parties’ respective rights and obligations under any nondisclosure, confidentiality or other agreement made in connection with this Transaction, any Party is free to withdraw from (and in that limited sense thereby terminate) this Joint Defense Agreement upon written notice to the other Party or its counsel. Upon notice of withdrawal, each Party shall promptly return all documents in the nature of Joint Defense Information received from the other Party pursuant to this Agreement and shall continue to protect from disclosure to any third party all oral and
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written Joint Defense Information previously disclosed to it by the other Party or jointly developed by the Parties. Each Party shall continue to be bound by this Agreement with regard to the required confidential treatment of any Joint Defense Information received by it or its counsel from the other Party or that Party’s counselor jointly developed by the Parties or the Parties’ counsel prior to the withdrawal.
14. Upon the completion of all Proceedings or the termination of all discussion between the Parties with respect to the Transaction, each Party shall promptly return all documents in the nature of Joint Defense Information received from the other Party pursuant to this Agreement and shall continue to protect from disclosure to any third party all oral and written Joint Defense Information previously disclosed to it by the other Party or jointly developed by the Parties. Each Party shall continue to be bound by this Agreement with regard to the required confidential treatment of any Joint Defense Information received by it or its counsel from the other Party or that Party’s counselor jointly developed by the Parties or the Parties’ counsel prior to the withdrawal.
15. This Agreement shall terminate upon the completion of all Proceedings, or upon cessation of discussions between the Parties.
16. This Agreement shall be construed and interpreted, and the rights of the Parties shall be determined, in accordance with the substantive laws of the State of New York for contracts expected and likely to be performed solely within such State without regard to the conflict of laws principles thereof or of any other jurisdiction.
17. Nothing contained herein or done pursuant to this Agreement shall be deemed to create an attorney-client relationship between one Party’s counsel and the other
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Party. The fact that a Party’s counsel has executed this Agreement and from time to time received Joint Defense Information from the other Party or its counsel pursuant to this Agreement shall not in any way preclude (or be used as a basis for seeking disqualification preventing) the first Party’s counsel and those working with such counsel from fully representing any interest of that Party, including representation that may be construed as being adverse to the other Party (such as but not limited to examining or cross-examining any officer or employee of such other Party in any proceeding). The undersigned counsel for each Party represent that they have specifically advised their respective client of this paragraph in the Agreement.
| Dated: July 13, 2005 | By: | /s/ Joseph G. Krauss | ||
| Joseph G. Krauss | ||||
| HOGAN & HARTSON | ||||
| Attorneys for Regal Entertainment Group | ||||
| Dated: July 13, 2005 | By: | /s/ Abbott B. Lipsky, Jr. | ||
| Name: | Abbott B. Lipsky, Jr. | |||
| LATHAM & WATKINS | ||||
| Attorneys for AMC Entertainment, Inc. | ||||
| Dated: July 13, 2005 | By: | /s/ Paul B. Hewitt | ||
| Name: | Paul B. Hewitt | |||
| AKIN GUMP STRAUSS HAUER & FELD | ||||
| Attorneys for Cinemark, Inc. | ||||
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AMENDMENT TO JOINT DEFENSE AND COMMON INTEREST AGREEMENT
THIS AMENDMENT TO JOINT DEFENSE AND COMMON INTEREST AGREEMENT (this “Amendment”) is entered into, effective as of this 1st day of July, 2006, between and among the undersigned legal counsel, on behalf of themselves as counsel, their respective law firms, associated employees and consultants, and their respective clients in this matter (specifically, AMC Entertainment, Inc. (“AMC”), Regal Entertainment Group (“Regal”), Cinemark, Inc. (“Cinemark”) and National CineMedia, LLC (“NCM”)). Each client is referred to herein as a “Party,” and the clients are referred to collectively as the “Parties.” All capitalized terms used herein that are not otherwise defined shall have the meaning given such term in the JDA (as defined below).
WHEREAS, AMC, Cinemark, and Regal, through wholly-owned subsidiaries, have entered into a joint venture in the field of advertising and promotion through the formation of NCM; and
WHEREAS, in connection with the formation of NCM, AMC and Regal, among others, entered into that certain Joint Defense and Common Interest Agreement, dated August 16, 2004 (the “Original JDA”), which Original JDA was supplemented by that certain Joint Defense and Common Interest Agreement, dated July 13, 2005, by and among counsel for AMC, Regal and Cinemark (the “Amended JDA” and together with the Original JDA, the “JDA”);
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WHEREAS, the Parties are discussing the possibility of restructuring and recapitalizing NCM in connection with the issuance of debt and the initial public offering of NCM and related transactions related thereto (the “Transaction”) and in connection therewith desire to add NCM as a Party to the JDA and to amend the defined term “Transaction” in the JDA to include those transactions included in the above defined term “Transaction”; and
WHEREAS the Parties recognize that they have a common interest in assuring that their legal rights in discussing, negotiating and effecting the Transaction are fully protected in the event of any Proceedings; and
WHEREAS the Parties recognize that it is likely to be in their best interest, in defending or asserting their respective legal rights in any Proceedings, to share a variety of information and resources related to the Transaction, without waiving or otherwise risking loss of the protection of any Privileges;
NOW THEREFORE the Parties hereby memorialize in writing this Amendment for their joint defense and common interest, as follows:
1. The Parties desire to amend the JDA to specifically add NCM as a “Party” to the JDA whereby NCM shall be subject to all the terms, conditions and obligations of the JDA without limitation and NCM hereby agrees to be bound by, and subject to, the terms, conditions and obligations of the JDA without limitation.
2. The Parties desire to amend the define term “Transaction” in the JDA to include those transactions included in the defined term “Transaction” above.
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3. In the event that any provision of this Amendment shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, that provision shall have no force or effect, but its illegality or unenforceability shall neither affect nor impair the enforceability of any other provision of this Amendment.
4. This Amendment may not be amended, except by an instrument in writing signed by all Parties.
5. This Amendment may be signed in separate counterparts, each of which shall be binding on the Parties who, through their counsel, are signatory to any counterpart.
6. This Amendment is meant to reaffirm and supplement the Original JDA and the Amended JDA, and except as expressly modified pursuant to the terms of this Amendment, the Original JDA and the Amended JDA shall not be modified and shall remain in full force and effect .
7. This Amendment shall be construed and interpreted, and the rights of the Parties shall be determined, in accordance with the substantive laws of the State of New York for contracts expected and likely to be performed solely within such State without regard to the conflict of laws principles thereof or of any other jurisdiction.
8. Nothing contained herein or done pursuant to this Amendment shall be deemed to create an attorney-client relationship between one Party’s counsel and the other Party. The fact that a Party’s counsel has executed this Amendment and from time to time received Joint Defense Information from the other Party or its counsel pursuant to the JDA or this Amendment shall not in any way preclude (or be used as a basis for
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seeking disqualification preventing) the first Party’s counsel and those working with such counsel from fully representing any interest of that Party, including representation that may be construed as being adverse to the other Party (such as but not limited to examining or cross-examining any officer or employee of such other Party in any proceeding). The undersigned counsel for each Party represent that they have specifically advised their respective client of this paragraph in the Amendment.
[Signature page follows]
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| Dated: January , 2007 | By: |
| ||
| Joseph G. Krauss | ||||
| HOGAN & HARTSON | ||||
| Attorneys for Regal Entertainment Group | ||||
| Dated: January , 2007 | By: |
| ||
| Name: |
| |||
| LATHAM & WATKINS | ||||
| Attorneys for AMC Entertainment, Inc. | ||||
| Dated: January , 2007 | By: |
| ||
| Name: |
| |||
| AKIN GUMP STRAUSS HAUER & FELD | ||||
| Attorneys for Cinemark, Inc. | ||||
| Dated: January , 2007 | By: |
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| Name: |
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| HOLME ROBERTS & OWEN LLP | ||||
| Attorneys for National CineMedia, LLC | ||||
| Dated: January , 2007 | By: |
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| Name: |
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| KIRKLAND & ELLIS | ||||
| Attorneys for Cinemark, Inc. | ||||
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Reference:
Security Exchange Commission - Edgar Database, EX-10.23 20 dex1023.htm JOINT DEFENSE AND COMMON INTEREST AGREEMENT, Viewed October 12, 2021, View Source on SEC.
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"Adam Jacobowitz is an outstanding attorney. He was honest, knowledgeable, and thorough from the beginning, setting realistic expectations while developing a strong legal strategy. He carefully researched the issues, strengthened my arguments, and ensured every factual and legal point was accurate. What impressed me most was his responsiveness and genuine commitment to helping. He even assisted with an urgent matter outside the original scope of our engagement. If you're looking for an attorney who is professional, ethical, strategic, and truly cares about his clients, I highly recommend Adam Jacobowitz."
Sarah B.
Experienced U.S.-licensed attorney with 10+ years of practice across commercial transactions, regulatory compliance, and contract drafting, currently in a part-time in-house counsel role and actively available for independent legal engagements on a project or contract basis. Proven ability to deliver efficient, high-quality legal work in flexible arrangements, including prior contract engagements with Am Law 100-affiliated firms. Adept at working autonomously, meeting tight turnarounds, and providing practical, business-focused legal counsel across a wide range of transactional matters.
"I was dealing with a legal matter that Sarah helped me walk through very cleanly. I was impressed not only by her responsiveness but also by her professionalism. She made the entire process extremely easy and useful. I ended up with a good case where I stood on our grounds, and because of that, we got a reduced amount in the refund that was requested from the client."
Darshun K.
Darshun K.
I am a triple-threat legal and financial strategist with 15+ years of experience navigating complex capital raises, M&A transactions, and regulatory compliance. As the Founder of Kairos Capital Legal Advisors and a Series 65 licensed Investment Adviser Representative, I bridge the gap between sophisticated legal drafting and actionable business guidance. My practice focuses on: - Capital Markets: Drafting and filing complex legal/financial documents for multimillion-dollar capital raises. - M&A Advisory: Guiding mid-market companies through all phases of sell-side mergers and acquisitions. - Strategic Counsel: Providing due diligence and deal structure analysis for private equity and venture capital clients. - Dispute Resolution: Serving as a non-public FINRA arbitrator to resolve high-stakes issuing and investor disputes. Beyond the firm, I serve as a Member of the Georgia House of Representatives (2011–present) and am a published author on private markets. I specialize in translating intricate legal hurdles into high-impact business outcomes.
April 19, 2026
Carver F.
I'm the principal attorney at FarrowLaw PC, a California business and commercial law firm based in Long Beach. My practice covers transactional work, employment law, litigation, and day-to-day advisory matters for business clients — essentially, I help companies make clear-eyed decisions about risk, contracts, and strategy without the usual legal hedging. Before law, I trained in computer science and worked in-house at technology companies, which gives me a working fluency in how tech businesses actually operate. A significant portion of my practice involves representing tech and startup clients, where that background lets me engage with technical realities rather than abstract them away. If you're working with a client who needs a practical California business lawyer — particularly one who speaks the language of tech — I'd welcome the introduction.
April 22, 2026
Ricardo J.
Ricardo Jerome is a Florida-based attorney and founder of The Jerome Law Firm, PLLC, serving clients throughout Miami-Dade and Broward County. His practice focuses on probate and estate administration, estate planning, real estate, business law, immigration, civil litigation, and contract disputes. He is known for providing practical, client-focused solutions and guiding individuals, families, and business owners through complex legal processes with clarity and efficiency. Bilingual in English and Spanish, Mr. Jerome is committed to making legal services accessible to a diverse community while building long-term relationships grounded in trust and results.
May 8, 2026
Antoinette M.
Attorney with a dynamic legal career spanning 20 years, including practice in civil litigation, government, and commercial finance with a reputation for strategic problem-solving, strong advocacy, and delivering practical, results-driven solutions. Experienced in navigating complex disputes, government matters, and structuring financial transactions with professionalism and integrity.
May 11, 2026
Kendra B.
My law practice focuses on transactional business law and serving as outside general counsel for small businesses in Minnesota. I provide practical counseling on a range of day-to-day legal matters and prepare contracts tailored to meet your specific business needs.
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Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.
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I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.
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I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.
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