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Joinder Agreement
I need a joinder agreement for a new partner joining our existing partnership, ensuring they agree to all terms of the original partnership agreement, including profit-sharing arrangements and decision-making protocols, with a clause for dispute resolution through arbitration.
What is a Joinder Agreement?
A Joinder Agreement lets new parties officially join an existing contract or business arrangement under Danish law. Think of it as a legal "add-on" that extends the original agreement's rights and obligations to additional participants, common in mergers, investment deals, and shareholder arrangements.
Danish companies often use these agreements when bringing new investors into existing ventures or when adding parties to framework agreements. The document must comply with the Danish Contracts Act and typically includes key terms about liability, representations, and the specific rights being granted. It saves time by avoiding the need to create entirely new contracts each time someone joins.
When should you use a Joinder Agreement?
Use a Joinder Agreement when adding new parties to an existing Danish contract without redrafting the entire document. This comes up frequently during company acquisitions, when onboarding new shareholders, or bringing additional partners into joint ventures. The timing often aligns with funding rounds, corporate restructuring, or strategic expansion plans.
Danish businesses find these agreements especially valuable in long-term commercial arrangements like distribution networks, where new participants regularly join. They're also crucial for investment syndicates and real estate partnerships where multiple parties enter the deal over time. The agreement ensures all participants have identical rights and obligations under Danish contract law.
What are the different types of Joinder Agreement?
- Basic Joinder Agreement: Adds new parties to existing contracts with standard rights and obligations under Danish law
- Investment Joinder: Specifically for adding new investors to shareholder agreements, with detailed financial terms
- Partnership Joinder: Used for admitting new partners to business partnerships, focusing on management rights and profit sharing
- Framework Agreement Joinder: Brings additional parties into master service or distribution agreements
- Project-Specific Joinder: Tailored for construction or development projects, addressing specific Danish building regulations and liability provisions
Who should typically use a Joinder Agreement?
- Corporate Legal Teams: Draft and review Joinder Agreements to ensure compliance with Danish corporate law and protect company interests
- New Investors: Sign these agreements when joining existing investment rounds or shareholder arrangements
- Business Partners: Execute joinders when entering established commercial relationships or joint ventures
- External Law Firms: Advise on structure and negotiate terms, especially for complex multi-party transactions
- Company Directors: Authorize and sign joinders on behalf of their organizations when adding new parties
- Corporate Secretaries: Maintain official records and ensure proper execution under Danish governance requirements
How do you write a Joinder Agreement?
- Original Agreement: Gather the complete original contract and verify all existing parties' details
- New Party Information: Collect full legal names, registration numbers, and authorized signatories of joining parties
- Scope Definition: Clearly outline which rights and obligations from the original agreement will apply
- Effective Date: Determine when the new party's participation begins and any conditions precedent
- Existing Approvals: Confirm all required consents from current parties under Danish law
- Documentation: Prepare supporting corporate resolutions and power of attorney if needed
- Final Review: Use our platform to generate a compliant draft that meets Danish legal requirements
What should be included in a Joinder Agreement?
- Party Details: Full legal names, registration numbers, and addresses of all joining parties
- Reference Agreement: Clear identification of the original agreement being joined, including date and parties
- Binding Statement: Express commitment to be bound by original agreement terms under Danish contract law
- Representations: Confirmation of authority to enter agreement and compliance with local regulations
- Effective Date: Specific timing for when rights and obligations commence
- Governing Law: Explicit reference to Danish law and jurisdiction
- Execution Block: Proper signature format meeting Danish electronic signature requirements
- Data Processing: GDPR compliance statements if personal data is involved
What's the difference between a Joinder Agreement and a Consortium Agreement?
A Joinder Agreement differs significantly from a Consortium Agreement, though both deal with multiple parties working together. Let's explore their key differences in the Danish legal context:
- Formation Timing: Joinder Agreements add parties to existing arrangements, while Consortium Agreements establish new multi-party relationships from scratch
- Scope of Terms: Joinders adopt pre-existing terms without modification, whereas Consortium Agreements create fresh terms negotiated among all initial parties
- Purpose: Joinders expand participation in established agreements, while Consortium Agreements typically form temporary alliances for specific projects
- Flexibility: Consortium Agreements offer more room for customized terms and roles, while Joinders must align with the original agreement's framework
- Legal Structure: Under Danish law, Consortium Agreements often create new legal entities or partnerships, while Joinders simply extend existing contractual relationships
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