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Joinder Agreement
I need a joinder agreement to add a new party to an existing contract, ensuring they agree to all the terms and conditions of the original agreement, with specific attention to confidentiality and non-compete clauses.
What is a Joinder Agreement?
A Joinder Agreement lets new parties formally join an existing contract or transaction in Singapore. When companies merge, investors join a deal, or new partners enter a venture, this agreement spells out their rights and responsibilities under the original terms.
Under Singapore contract law, these agreements protect all parties by ensuring newcomers explicitly accept the same obligations and get the same benefits as original signatories. They're especially common in investment rounds, joint ventures, and shareholder agreements where maintaining consistent terms across all participants is crucial for business certainty.
When should you use a Joinder Agreement?
Use a Joinder Agreement when bringing new parties into an existing contract in Singapore, especially during business expansions or investment rounds. This becomes essential when adding shareholders to a company, bringing partners into a joint venture, or adding investors to a funding agreement.
The timing matters most when your original agreement needs to stay intact while accommodating new participants. For example, when a venture capital fund joins your startup's existing investment structure, or when adding team members to confidentiality agreements. It maintains legal consistency while avoiding the need to draft entirely new contracts for each new party.
What are the different types of Joinder Agreement?
- Standard Joinder Agreement: Basic form used when adding new parties to existing contracts, typically for straightforward business arrangements or investments
- Shareholder Joinder: Specifically tailored for adding new shareholders to company agreements, including share transfer and voting rights provisions
- Investment Round Joinder: Used in funding rounds to bring new investors into existing agreements while maintaining uniform terms
- Confidentiality Joinder: Extends existing NDAs to new parties while preserving original confidentiality terms
- Partnership Joinder: Designed for adding new partners to joint ventures or business collaborations in Singapore
Who should typically use a Joinder Agreement?
- Corporate Legal Teams: Draft and review Joinder Agreements to ensure compliance with existing contracts and Singapore law
- New Investors: Sign these agreements when joining investment rounds or becoming shareholders in Singapore companies
- Business Partners: Execute Joinders when entering existing joint ventures or commercial collaborations
- Company Directors: Approve and oversee the addition of new parties through Joinder Agreements
- External Counsel: Provide legal guidance and help customize agreements for specific business needs
How do you write a Joinder Agreement?
- Original Agreement: Locate and review the complete existing contract that new parties will join
- Party Details: Gather full legal names, registration numbers, and addresses of all new joining parties
- Scope Definition: Clearly outline which rights and obligations from the original agreement will apply
- Effective Date: Determine when the new parties' participation begins and document any special conditions
- Authorization Check: Confirm signatories have proper authority under Singapore law to bind their organizations
- Document Generation: Use our platform to create a legally-sound Joinder Agreement that includes all required elements
What should be included in a Joinder Agreement?
- Identification Section: Full legal names and details of all original and joining parties
- Reference Clause: Clear citation of the original agreement being joined, including its date and parties
- Consent Statement: Express agreement to be bound by original contract terms
- Rights & Obligations: Specific outline of which provisions apply to new parties
- Governing Law: Explicit statement of Singapore law jurisdiction
- Execution Block: Proper signature sections for all parties, with company stamps where required
- Effective Date: Clear statement of when the joinder takes effect
What's the difference between a Joinder Agreement and an Amendment Agreement?
A Joinder Agreement differs significantly from an Amendment Agreement in both purpose and application within Singapore's legal framework. While both modify existing contracts, they serve distinct functions.
- Primary Purpose: A Joinder Agreement adds new parties to an existing agreement while keeping original terms intact. An Amendment Agreement changes the terms of the original contract itself.
- Contract Structure: Joinders maintain the original agreement's integrity while extending its reach to new parties. Amendments actively modify, add, or remove terms from the original contract.
- Timing and Process: Joinders typically occur during business expansion or investment rounds, requiring only the new party's signature. Amendments need all original parties to sign and agree to changes.
- Legal Effect: Joinders create parallel obligations for new parties under existing terms. Amendments permanently alter the original agreement's substance for all parties.
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