Joint Defense Materials Clause Samples

Joint Defense Materials. The Parties may, in their sole and absolute discretion, determine that the sharing and disclosure of certain information with the other Parties and their legal counsel may be in furtherance of their common legal interests in the defense of the IPR Proceeding. Such disclosures may entail confidential attorney-client communications, opinion work product, and ptivileged work product materials (collectively referred to as the "Joint Defense Materials"). The Joint Defense Materials may be disclosed orally, in writing, electronically or in any other format and may include, without limitation, factual information, mental impressions, legal research and analysis, strategy, communications, inte1view reports, memorandum, reports of experts and consultants, discovery materials, meetings between counsel and/or the Parties and/or their employees or representatives, meetings with potential witnesses or experts, and any other information relevant to the Parties' common interests in the defense of the IPR Proceeding. All information and communications exchanged or shared between the Parties pursuant to this Agreement shall constitute Joint Defense Materials and will be subject to this Agreement. With respect to all tangible Joint Defense Materials, the Parties shall endeavor to mark such materials as "Privileged Joint Defense Materials" prior to any disclosure thereof. However, the failure by any Party to mark any Joint Defense Materials will not be deemed a waiver of the joint defense privilege. For purposes of this Agreement, the term "Counsel" shall include both outside and in-house counsel for the Parties. This Agreement and the identity of the Parties hereto shall be deemed to constitute Joint Defense Materials.

Joint Defense Materials. The Parties and Defense Counsel may from time to time share certain confidential information relating to the defense of the Future Stanline Asbestos Claims (the “Joint Defense Materials”). Joint Defense Materials may include, but are not limited to, factual material, mental impressions, conclusions, opinions, legal theories, documents, memoranda, notes, data and reports prepared by consultants, experts or investigators acting on behalf of counsel, strategies, client confidences, witness interview summaries and investigative reports which would otherwise be protected from disclosure to third parties by virtue of the joint defense, common interest, attorney-client and/or work-product privileges. The * Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Parties further agree that: (a) Joint Defense Materials exchanged or disclosed may contain confidential and privileged communications; (b) Joint Defense Materials exchanged or disclosed may contain attorney work-product; and (c) Joint Defense Materials will be used by the Parties solely for the purpose of jointly defending the Future Stanline Asbestos Claims.

Joint Defense Materials. At the resolution or conclusion of the Proceeding, upon written request of the Party that provided or generated Defense Materials, all such Defense Materials, and any materials derived therefrom, including and from all electronic files and memory devices, promptly shall be destroyed or returned by a receiving Party; provided, however, that Parties shall not be required to return or destroy their own work product, including, without limitation, notes or memoranda of communications with the other Parties, or witness interviews conducted jointly with the other Parties. In the absence of such request, the Parties’ Counsel may retain work product, notes, memoranda of communications, and other documents developed or derived from or containing such Defense Materials, subject to the confidentiality provisions in this Agreement, and provided that those materials will not be used for any purpose without the prior express written consent of the other Party.