Legal COI Instructions

LEGAL COI INSTRUCTIONS

This Legal Conflict of Interest Instructions (the "Instructions") is made effective as of Effective Date: by and between Client Name: with principal address: and Legal Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client has retained or intends to retain Provider to perform legal services and the parties desire to establish a written procedure to identify, disclose, and resolve conflicts of interest and potential conflicts of interest in the provider-client relationship;

WHEREAS, Provider maintains an obligation under applicable professional rules to identify and address conflicts that may impair the independent judgment or loyalty owed to Client;

WHEREAS, the parties wish to document the operational steps for disclosure, review, waiver, screening, confidentiality, recordkeeping, and remedial actions associated with Conflicts of Interest.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Conflict" means any present or potential interest, relationship, representation, or circumstance that reasonably could impair Provider's duty of loyalty or independent professional judgment to Client or that would materially limit Provider's ability to perform the services agreed between the parties.

1.2 "Disclosable Interest" means any financial, familial, professional, or other relationship of Provider, its personnel, or affiliates that is reasonably likely to give rise to a Conflict as described above.

1.3 "Screening" means the implementation of ethical walls and procedural controls to prevent access to Client information by persons with a Disclosable Interest.

2. SCOPE; APPLICABILITY

These Instructions apply to Provider, its partners, attorneys, employees, contractors, and affiliated entities (collectively, "Provider Personnel") with respect to all matters for which Provider provides legal services to Client, including but not limited to advice, representation, and related administrative tasks.

3. DISCLOSURE REQUIREMENTS

3.1 Obligation to Disclose. Provider shall disclose to Client, in writing and in accordance with Section 9 (Notices), any actual, potential, or imputed Conflict of which Provider or Provider Personnel become aware. Disclosures shall be made promptly and no later than the time period specified in Section 3.2.

3.2 Timing for Disclosures. Provider must disclose known Conflicts within business days of identification or, if earlier, before Provider takes any action that could prejudice Client's rights. For disclosures of past relationships identified during initial conflicts review, Provider shall include the dates and nature of the relationship.

3.3 Required Content of Disclosure. Each written disclosure shall identify: (a) the nature of the Conflict; (b) the names and roles of Provider Personnel involved; (c) relevant dates and financial interests; (d) any steps proposed for mitigation or screening; and (e) proposed consent language for Client's consideration.

4. REVIEW, RESOLUTION, AND WAIVER

4.1 Review. Upon receipt of a disclosure, Client shall have a reasonable period, consistent with the urgency of the matter, to review the disclosure and either (a) consent in writing to Provider's continued representation subject to specified conditions, (b) require additional mitigation measures, or (c) decline to consent, in which case Provider shall take remedial action consistent with Section 6.

4.2 Waiver. Any waiver of a Conflict must be in writing, signed by Client, and shall specify the scope, duration, and any limitations or conditions imposed on Provider. A waiver does not operate to release Provider from compliance with applicable professional conduct rules.

5. FORMER CLIENTS, AFFILIATES, AND IMPUTED CONFLICTS

Provider shall take reasonable steps to identify relationships with former clients, affiliates, or associated entities that may give rise to imputed conflicts. Where screening is required, the measures shall be documented and retained in Provider's conflict files. Provider shall not use or disclose any confidential information of a former or current client in breach of professional duties.

6. REMEDIES; WITHDRAWAL

If a Conflict cannot be resolved by consent or screening, Provider shall (at Client's election where permitted by law) either withdraw from representation, decline to undertake the conflicting matter, or implement such additional remedies as are necessary to protect Client's interests. Provider shall not take any steps in a conflicting matter that would bind Client or prejudice Client's position without Client's prior written consent.

7. CONFIDENTIALITY

All disclosures made under these Instructions shall be treated as confidential and privileged to the fullest extent permitted by law and applicable professional rules. Provider shall restrict access to conflict disclosure materials to those Provider Personnel with a demonstrable need to know and shall maintain reasonable physical, technical, and administrative safeguards to protect such information.

8. RECORDKEEPING; AUDIT

Provider shall retain conflict search records, disclosures, consents, and related documentation for a period consistent with Provider's document retention policy but not less than years following closure of the matter. Client reserves the right to request, on reasonable notice, copies of non-privileged conflict documentation relevant to Client for audit or compliance purposes, subject to appropriate confidentiality protections.

9. NOTICES

Notices required or permitted under these Instructions shall be in writing and delivered to the parties at the addresses set forth below or at such other address as a party designates in writing. Notices are effective upon receipt.

10. AMENDMENT; WAIVER

No amendment or waiver of any provision of these Instructions shall be effective unless in writing and signed by both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

These Instructions shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties at the time of signing. These Instructions constitute the entire agreement between the parties with respect to conflicts procedures and supersede all prior agreements and understandings on that subject. If any provision of these Instructions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS

This instrument may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as original signatures for all purposes.

CERTIFICATIONS

Each signatory represents and warrants that he or she is authorized to execute these Instructions on behalf of the party for whom he or she signs, that such party has the requisite power and authority to enter into these Instructions, and that these Instructions constitute a valid and binding obligation of that party enforceable in accordance with its terms.

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