Joinder Agreement: Key Terms and Examples
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Quick Facts — Joinder Agreement Lawyers
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What is a Joinder Agreement?
A joinder agreement is a legal contract used to add a new party to an original contract. Joinder agreements make the terms and conditions of the contract binding for the new party as if they were a party to the original contract. A joinder agreement therefore, adds new signatories to the contract in a quick and easy way.
The terms joinder and joinder agreement can mean two different things. Joinder agreements do not require all existing parties to sign along with the new party. Joinders are signed by the new party to become party to a contract.
A joinder agreement is signed by the new party as well as the legal representatives under the original contract. Only new members or parties need to sign the joinder agreement. All signatories need not sign the joinder agreement.
How Joinder Agreements Work
Joinder agreements are used in cases where it is likely that the original contract will have new parties in the future. The new parties don’t need to be determined while making a joinder agreement. For instance, if a business has three partners in a shareholder agreement with each other but they are looking for additional partners to join that contract or issue stocks to, they can use a joinder agreement. A sample joinder agreement clause in a contract can look like this:
“The parties to this Joinder Agreement agree that any new person or entity must execute a joinder form as outlined in Exhibit “X” to become a party to the shareholder agreement entered into by X and Y on DATE and be deemed a signatory to the Agreement”
A joinder agreement will allow them to issue stocks to new shareholders. The new party or new parties will become party to the original contract through the joinder agreement. So, when existing parties find new parties to join their agreement, they can ask the new party to sign a joinder agreement. Once the joinder agreement has been signed by the new party they will be legally party to the primary contract between all parties.
Joinder of claims is also often used to bring claims against the same party together by multiple parties in litigation. There are two main types of joinder of parties in such claims:
- Permissive Joinder: Permissive joinder allows multiple plaintiffs to if all their claims arise from the same transaction and if there is a common question of law relating to all claims.
- Compulsory Joinder: A compulsory joinder makes it mandatory for some parties to be joined. The Federal Rule of Civil Procedure 19 includes several reasons to determine a compulsory joinder such as if the party has an interest in the dispute that they will be unable to protect if they are not joined.
Here is an article on joinder agreements with more examples .
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Key Terms in a Joinder Agreement
A joinder agreement has some mandatory clauses. These include the following:
- Date of signature: Date on which the joinder agreement was executed.
- Name and title of the new party: The basic information of the new party entering a contract needs to be listed in the joinder agreement.
- Agreement type: Is the joinder agreement a corporation shareholder agreement or a trust agreement? There are different types of joinder agreements used for different types of contracts. Joinder agreements will contain information about the type of agreement being made.
- Section that confirms the new person or member is a new signer of the deal: Joinder agreements will also contain a section naming new parties as they enter a contract. This will also keep track of old and new parties while all parties will be subject to the same terms and conditions laid out in the original contract.
- New member’s signature: The new party must sign and consent to the terms and conditions of the joinder agreement.
- Joinder party NDA: While not mandatory, a joinder party NDA is generally used in joinder agreements to protect the exchange of information. A joinder agreement NDA is a non-disclosure agreement ensuring that the confidentiality of the information exchanged in the process of having a third party joined into the original contract is maintained.
Here is an article on terms used in a joinder agreement.
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Examples of When Joinder Agreements Are Used
Joinder agreements are generally used in the following types of contracts:
- Trust agreements: A joinder agreement in case of a trust can ensure that new parties can be added to the trust at any point.
- Partnership agreements: Joinder agreement can be used when a new party joins a partnership. The new party can enter the existing partnership agreement through the joinder. A large partnership can often use this when some partners are leaving and new are joining the partnership agreement.
- Subcontractor agreements: A primary contractor will have a contract with a client that can allow subcontracting some or part of the contract. The client may use a joinder to ensure the subcontractor is party to the original contract and the terms laid out in the original contract upon signing.
- Commercial agreements: Joinders in commercial agreements allow new parties to engagement in commercial transactions or contracts.
- Founders agreements: Joinder agreements can be used to ensure more shareholders can join a partnership through the founders’ agreement . This generally happens in small companies.
- LLC operating agreements: A joinder agreement can be used when a party becomes a new member of an LLC. This would make the new party member to an existing LLC operating agreement .
- Corporation shareholder agreements: A corporation shareholder agreement is used when a person issues stocks or equity in a corporation. As a corporation grows and issues shares to new shareholder, it can use joinder agreements to ensure all stockholders abide by the terms and conditions.
- Mergers and acquisitions: In case of a merger or acquisition of a company, joinder agreements can ensure that shareholders will be subject to terms and conditions of the merger agreement.
Still unsure about the purpose of joinder agreements? Here is an article for you .
Getting Help With a Stock Purchase Agreement
Do you have any questions about joinder agreements and want to speak to an expert? Post a project today on ContractsCounsel and receive bids from business lawyers who specialize in contracts.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Joinder Agreement Lawyers
Anna C.
I am a business attorney focused on practical, efficient contract drafting, review, and negotiation for healthcare organizations and growth-stage and established businesses. My work includes commercial agreements such as NDAs, MSAs/SOWs, leases, vendor and services agreements, SaaS, and employment and severance agreements. I partner closely with clients to identify key legal and business risks, deliver clear, business-minded redlines with concise issue summaries, and keep transactions moving. Clients value my responsive turnaround, judgment, and ability to balance risk with commercial objectives.
"Excellent counsel. Thorough, clear, responsive. Couldn't have asked for more."
Heather B.
Heather B.
Delivering proactive and strategic guidance to health and fitness professionals and entities as they scale.
"Heather quickly understood the matter, strengthened the demand letter and issued the final version on firm letterhead. Professional and practical!"
Max M.
Business attorney with a focus on the health care sector, bringing Biglaw experience in multi-million dollar mergers and acquisitions, financings, and general corporate counsel work to the small firm space. I now help startups and growing companies access the same level of sophistication and strategic guidance typically reserved for large institutions.
"Overall, Max M. did a great job compiling the demand letter. He was very thorough in requesting documentation, responding to questions promptly, and producing the letter. He provided reasonable explanations for the tone that he used along with recommendations for when to send it and what to demand. Additionally, he was very responsive and updated the draft promptly after feedback was provided. There were some minor grammatical errors present, but as Max M. provided me with a word document, I was able to easily rectify those."
Michael S.
I began my career at "big law" firms, worked in-house for 14 years, and now have my own practice, providing big law quality at small firm rates. My practice focuses on strategic and commercial transactions, including M&A, preferred stock and common stock offerings, asset purchases and sales, joint ventures and strategic partnerships, stock option plans, master services agreements and SOWs, software development and license agreements, SaaS agreements, NDAs, employment and consulting agreements. I also manage corporate governance, advise boards and executives, and act as outside general counsel. I represent clients across the country and around the world.
"Completed most of the work with majority of the answers correct!"
Angela Y.
NJ and NY corporate contract lawyer and founder of a firm specializing in helping entrepreneurs. With a background in law firms, technology, and world class corporate departments, I've handled contracts and negotiations for everything from commercial leases and one-off sales agreements, to multi-million dollar asset sales. I love taking a customer-focused and business-minded approach to helping my clients achieve their goals. Other information: learning to surf, lover of travel, and one-time marathoner (NYC 2018) yulawlegal.com
"Angela is simply phenomenal. Nothing else to say; if she bids on your project, hire her!"
Lorraine C.
Coats Business Consulting provides a la carte commercial and legal advisory services for private clients, specializing in Start-Ups and small to medium-sized businesses. Services offered include: Start-Up Consulting (Strategic Planning, Investor Pitch Decks, Commercial Filings, Business Organization) Corporate Document Production (Operating Agreements, Shareholder Agreements, Human Resources, including Employment and Independent Contractor Agreements) Contract Interpretation (Drafting, Review, and Negotiation) Corporate Compliance (Federal and State Regulations) Management Consulting (Goal Setting, Revenue Generation, Operations and Process Consulting, Personnel Hiring, and Evaluation) Commercial Real Estate Transactions (Purchase and Sales Agreements, Leases)
"Lorraine was AMAZING! I was intimidated having to update my business agreement document, but Lorraine made the entire process super easy and was extremely knowledgable in everything I needed help with. Definitely recommend hiring her!"
October 8, 2024
Benjamin D.
Benjamin I. Dach, Ph.D., Esq. is an accomplished patent attorney with extensive experience across multiple fields, including intellectual property (IP) litigation, counseling, and prosecution, spanning copyrights, trademarks, and patents. Prior to Weiss & Arons LLP, Benjamin worked at several prestigious law firms, including Quinn Emanuel LLP, WilmerHale LLP, Loeb & Loeb LLP, and Haug Partners LLP. During his decade-plus of legal work experience, Benjamin has litigated several pharmaceutical patent cases involving drugs such as Lialda, Vyvanse, Intuniv, Oxtellar XR, Pomalyst, Revlimid, and Cabometyx. Benjamin has also drafted and prosecuted dozens of patent applications, and counseled clients on IP relating to biological drugs, messenger ribonucleic acid (mRNA) vaccines, and clustered randomly interspaced palindromic repeats (CRISPR). Benjamin earned his Ph.D. in chemistry from Columbia University, where his research focused on solid-phase polymer synthesis on silicon wafers and silica nanoparticles, with applications in drug delivery, solar energy, and semiconductors. His thesis, titled "Designer Polymer Superstructures from Solid Phase 'Click' Chemistry," highlights his expertise in the field. In addition to his scientific background, Benjamin also holds a J.D. from Fordham Law School, with a concentration in intellectual property and information law. Benjamin leverages his technical and legal backgrounds to maximize the value of his clients' IP portfolios. His strong commitment to science and law has made him a highly sought-after attorney in the areas of copyright, trademark, and patent law. Rated by Super Lawyers, Benjamin was selected to Rising Stars in Law. He is admitted to practice law in Florida, New York, New Jersey, and before the United States Patent and Trademark Office.
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