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Common Interest Agreement

Terms and Conditions

The Georgia Municipal Association, Inc. (“GMA”) and the Applicant have entered into a Common Interest Agreement subject to these Terms and Conditions as of the Effective Date as defined below.
  1. Common Interest. To further the purposes of the GMA’s Legal Advocacy Program and the Applicant’s purposes in seeking GMA’s participation in the Litigation set forth in the Applicant’s Request for Assistance, the Parties to this Agreement agree that it is appropriate to coordinate certain efforts, exchange certain information, and to consult with appropriate Allied Organizations regarding GMA’s financial support of the litigation or participation in the litigation as an amicus curiae.
  2. Definitions.
    1. Allied Organizations. Allied Organizations are organizations that either Party has determined may have a common interest in financially supporting the litigation or joining an Amicus Filing submitted by GMA.
    2. Amicus Filing. An Amicus Filing is a brief filed with the court in which the Litigation is being litigated for the purpose of GMA’s amicus participation in the Litigation.
    3. Applicant. The Applicant is the party or parties, by and through its legal counsel, submitting a request for support from GMA’s Legal Advocacy Program in the Litigation as evidenced by the request submitted by the Applicant using GMA’s Legal Advocacy Program assistance request form.
    4. Common Interest Information. Common Interest Information means any information, including any confidential or privileged information, shared between the Parties to facilitate the purposes of this Agreement, including, without limitation, any information generated by Allied Organizations that is disclosed or shared among the Parties, the request form submitted by the Applicant, any documentation provided by the Applicant in support of the request, and any information exchanged by the Parties from and after the Effective Date. Common Interest Information does not include any publicly available information. Common Interest Information is limited to information shared to enhance legal advice, insight, thoughts, strategies and tactics among the Parties.
    5. Effective Date. The Effective Date of this Agreement is the date of the written acceptance by GMA of the Applicant’s offer to enter into a Common Interest Agreement related to the Litigation.
    6. Litigation. Litigation means the litigation matter or matters set forth in GMA’s Legal Advocacy Assistance request form as submitted by the Applicant.
    7. Parties. Parties mean GMA and the Applicant and their governing boards and councils, legal and other advisory committees, employees, and legal counsel, including outside legal counsel retained by a Party. “Party” means one of the Parties.
  3. Confidentiality and Use of Common Interest Information.
    1. Disclosure. Each Party may, in its discretion, disclose Common Interest Information to the other Party to this Agreement or to an Allied Organization identified by either Party. Common Interest Information may be disclosed orally or in writing.
    2. Confidentiality. Common Interest Information shall be held in strict confidence by the Parties and will be disclosed only to Parties and Allied Organizations. Prior to disclosure of Common Interest Information to any Allied Organization, the Allied Organization shall agree to be bound by the confidentiality terms in this Agreement.
    3. Protection. Each Party shall take all reasonable and appropriate measures necessary to protect Common Interest Information from disclosure to third parties not subject to this Agreement, including if Common Interest Information is subpoenaed or sought in an Open Records Act request.
    4. Discovery. The Parties further intend that all Common Interest Information exchanged in connection with this Agreement shall be protected from discovery by the common interest privilege based in the attorney-client privilege and the attorney work product doctrine.
    5. Limitation on Use. No Party shall use Common Interest Information that it has received from another Party for any purpose other than the common interest purposes outlined in this Agreement.
  4. Additional Terms and Conditions.
    1. No Attorney-Client Relationship. Neither this Agreement nor the actions of any Party or counsel to a Party shall create any attorney-client relationship between any counsel and any Party that have not otherwise entered into an attorney-client relationship.
    2. Independent Legal Advice and Investigation. The Parties acknowledge that they have made such investigation of the facts pertaining to this Agreement and all matters contained herein as they deem necessary, desirable or appropriate. In entering into this Agreement, each Party acknowledges that it has received independent legal advice from its own counsel and has relied on its own investigation and upon the advice of its own attorney with respect to the advisability of making this Agreement. The Parties acknowledge that they have read the Terms and Conditions of this Agreement, that they have had it fully explained by their counsel, and are fully aware of the contents of this Agreement and its legal effect. This Agreement is entered into voluntarily by each Party and without any coercion by or undue influence on the part of any person, firm or corporation.
    3. Survival. The obligations of the Parties under Section 3 shall survive the termination of this Agreement and shall remain in full force and effect without regard to whether an Amicus Filing is filed and without regard to whether either Party withdraws from this Agreement.
    4. Authority. Each Party warrants and represents that they have taken all steps necessary to obtain, and have in fact obtained, full authority to bind the Party to all the Terms and Conditions of this Agreement.
Signatures
 
In accordance with O.C.G.A. Section 10-12-2 and 10-12-7, by entering your first and last name in the boxes above, you are affixing your electronic signature to this submission, and this signature has the same effect as a handwritten signature.