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Joinder Agreement Template

Image 1

Prepared for:

​[JoiningParty.FirstName][JoiningParty.LastName]

​Created by:

​[PrimaryParty.FirstName][PrimaryParty.LastName]

A joinder agreement outlines the rights, responsibilities, and obligations of a new party or parties joining an existing contract. It also protects any parties involved from liabilities arising from the added terms and conditions in the joinder agreement. Our Joinder Agreement Template has everything you need to help you quickly draft an effective and transparent agreement.

This Joinder Agreement (this "Agreement") is made and entered into as of (date), by and between [JoiningParty.FirstName][JoiningParty.LastName] (the "Joining Party"), on the one hand, and [PrimaryParty.FirstName][PrimaryParty.LastName] (the "Primary Party"), on the other hand. The Primary Party and the Joining Party may also be referred to herein collectively as the "Parties."

It is essential to ensure that the language of your joinder agreement is clear and concise. Most of the information should be drawn from the primary agreement and include any additional details on how the joining party will be bound.

1. Recitals

WHEREAS, the Primary Party is a signatory to that (state the name of the Agreement) Agreement dated (date) (the "Primary Agreement") and the chosen representative for all Parties who signed the Primary Agreement.

WHEREAS, according to the terms of the Primary Agreement, the Joining Party desires to become a party to it, and the Primary Party wishes the Joining Party to do so.

​

2. Joinder

The Joining Party hereby agrees to be bound by all the terms and conditions of the Primary Agreement as if they were an original signatory.

3. Warranties and Representations

The Joining Party hereby represents and warrants to the Primary Party that:

3.1 They have all requisite power and authority, corporate or otherwise, to enter into this Agreement.

3.2 All necessary action on their part has duly authorized the execution, delivery, and performance of this Agreement.

3.3 This Agreement constitutes a valid and binding obligation of the Joining Party, enforceable against them by its terms.

3.4 The execution, delivery, and performance of this Agreement will not conflict with or violate any law applicable to it or any agreement, instrument, or understanding by which it may be bound.

​

4. Miscellaneous

A Miscellaneous section is beneficial because it allows the parties to include any additional information not covered in other sections. Without one, important information may be overlooked.

4.1 Entire Agreement

4.1.1 This Agreement constitutes the entire Agreement between the Parties regarding the Primary Agreement.

4.1.2 This Agreement is a complete and exclusive statement of its terms.

4.1.3 This Agreement is intended to be legally binding and enforceable by law.

4.2 Assignment

4.2.1 This Agreement shall not be assigned to any other party without the express written consent of the Primary Party.

4.2.2 This Agreement shall be binding upon and inure to the benefit of the Parties, their successors, and assigns.

4.3 Severability

4.3.1 If any term of this Agreement is declared invalid or unenforceable, such declaration shall not affect the enforceability of any other term.

4.3.2 If any part of this Agreement is found invalid, unlawful, or unenforceable, the Parties agree to negotiate an amendment that will make it valid and enforceable while preserving its original intent.

4.4 Damages

4.4.1 If any Party breaches this Agreement, such breach shall entitle the other Party to seek actual damages and other available remedies.

4.4.2 Each Party agrees that if it should fail to perform its obligations hereunder, then such non-performance shall constitute a material breach of this Agreement.

4.4.3 Each Party acknowledges that the other Party may be legally entitled to an award of exemplary or punitive damages, at a trial or upon settlement, in addition to actual damages, where appropriate.

4.5 Dispute Resolution

4.5.1 The Parties agree that if any dispute arises under this Agreement, they shall try to resolve it with mutual negotiation.

4.5.2 If the parties cannot resolve the dispute amicably, they may initiate mediation or arbitration proceedings under (state the jurisdiction, e.g., city, state).

4.6 Amendments and Waivers

4.6.1 This Agreement may only be amended in the form of an additional written document signed by each of the Parties.

4.6.2 No waiver shall be implied from conduct or failure to enforce rights, and no waiver shall apply to other than the specific instance to which given.

4.7 Confidentiality

The Parties agree to solely use any confidential information regarding this Agreement to perform their obligations and to not disclose that information to third parties without the prior written consent of both Parties.

4.8 Jurisdiction

This Agreement shall be governed by and construed in accordance with (state the jurisdiction, e.g., city, state).

5. Term and Termination

Emphasizing that the termination of the joinder agreement is subject to the conditions stated in the primary agreement is a great way to ensure both parties are aware of the implications and potential liabilities if they choose to terminate the joinder agreement early. It also serves as a final reminder that the joinder agreement is not a stand-alone document.

5.1 This Agreement shall be effective upon execution or delivery of this Agreement by both Parties and will remain in effect until terminated.

5.2 Either Party may terminate this Agreement at any time, provided written notice is given to the other Party under the terms of the Primary Agreement.

5.3 Upon termination of this Agreement, each Party shall have no further obligations or rights hereunder, except for any duties that accrued before the termination of this Agreement.

The Parties acknowledge that they have read and understood this Agreement, agreeing to its terms as of (date):

​

Signature
MM / DD / YYYY

​[PrimaryParty.FirstName][PrimaryParty.LastName]​

​

Signature
MM / DD / YYYY

​[JoiningParty.FirstName][JoiningParty.LastName]​

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FAQ

  • A joinder agreement is a contract that adds one or more parties to an existing contract. It allows the new parties to be bound by the terms of the original agreement and makes them legally responsible for its performance. It also outlines the parties’ additional responsibilities, rights and obligations. Use PandaDoc’s Joinder Agreement template to get started easily.

  • Both the original parties to the contract and any new parties must sign a joinder agreement. All parties signing the agreement ensures that each party knows their responsibilities and obligations under the original agreement.

  • A joinder agreement serves to add new parties to an existing contract. It ensures that all parties understand their obligations and rights under the contract and outlines any additional responsibilities or restrictions that may be imposed upon them. It can also be used to modify or amend specific terms of the original agreement.

  • You will need to enter a joinder agreement to add a new party to an existing contract. This document should be signed by all parties involved and outline each party’s additional responsibilities, rights and obligations. Additionally, it should be reviewed by a lawyer to ensure that it meets all legal requirements.

  • A joinder agreement should be used whenever new parties are added to an existing contract. It will help ensure that all parties are aware of their responsibilities and obligations under the agreement and any additional restrictions or requirements that may be imposed.

Disclaimer

Materials (e.g. templates, educational articles, blog posts and informational content), made available through PandaDoc, including via any integrations, connectors, extensions, plugins, or third-party AI platforms (e.g. ChatGPT, Claude, or similar tools) are for general information purposes only and are provided "as is." These materials do not constitute legal, regulatory, or compliance advice and should not be construed as such. It is your responsibility to ensure materials meet your specific legal requirements. Consult a qualified attorney licensed in your jurisdiction before relying on these materials. PandaDoc disclaims all warranties, express or implied, including fitness for a particular purpose or non-infringement.

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Joinder Agreement Template

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A joinder agreement describes the rights, duties, and commitments of an additional party or parties joining an already existing contract. It also shields all parties from obligations brought on by the additional clauses in the joinder agreement.

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