Joinder to Confidentiality Agreement
(Out-of-Court Restructuring)

Summary

This template is used to bind third parties to the terms of a unilateral, out-of-court restructuring confidentiality agreement. This template includes practical guidance, drafting notes, and alternate and optional clauses. In the restructuring context, a company experiencing financial distress will often need to share sensitive confidential information with a lender to successfully reach an agreement that will allow the business to keep operating, despite existing (or anticipated) defaults. For this reason, the parties will enter into a confidentiality agreement whereby the company will share its confidential information with the lender (or other receiving party). As part of the restructuring discussions and evaluations, the lender may need to share such confidential information with third parties. In certain instances, lenders do not know the identity of such parties when the confidentiality agreement is signed. The confidentiality agreement typically contemplates this scenario and provides that the receiving party may share confidential information with third parties (that have not signed the original confidentiality agreement) if such parties execute a joinder. The joinder agreement binds third parties to the terms and conditions of the confidentiality agreement. When a joinder agreement is contemplated by a confidentiality agreement, a form of joinder agreement is usually attached as an exhibit to the original confidentiality agreement. This template joinder agreement can be used in conjunction with the template Unilateral Confidentiality Agreement (Out-of-Court Restructuring, Pro-Discloser). For information on confidential agreements in workouts, see Assessing a Workout. For information on workouts, see Business Workouts and Loan Workouts and Exchange Offers. For other resources on workouts and out-of-court restructurings, see Out-of-Court Restructuring and Liquidation Alternatives Resource Kit. For general information and resources on confidentiality agreements and non-disclosure agreements, see Confidentiality Agreements and Confidentiality and Non-disclosure Agreements Resource Kit.