Legal Conflict Declaration

LEGAL CONFLICT DECLARATION

This Legal Conflict Declaration (the "Declaration") is made as of between: Party A: , principal place of business or residence at ; and Party B: , principal place of business or residence at .

RECITALS

WHEREAS, the parties are or may become involved in matters relating to: (the "Matter"), and Party A has been asked to disclose any present or potential conflicts of interest with respect to the Matter;

WHEREAS, Party A provides the disclosures set forth below concerning existing, prior, or potential relationships, representations, financial interests, or other circumstances that could reasonably be perceived as a conflict of interest with respect to Party B and the Matter;

WHEREAS, the parties desire to record, acknowledge, and, where appropriate, obtain written waivers or implement mitigation measures in order to address any disclosed conflicts and to allocate rights and responsibilities between them.

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

1. DEFINITIONS

For purposes of this Declaration: "Conflict" means any existing, potential, or apparent interest, relationship, representation, or financial position that could reasonably impair or appear to impair the independence, judgment, or duties of a party in connection with the Matter. "Disclosing Party" means the party making the disclosure in this Declaration. "Receiving Party" means the other party. Other terms used herein shall have their ordinary meanings unless otherwise defined in this Declaration.

2. DISCLOSURE OF RELATIONSHIPS AND FACTS

The Disclosing Party hereby discloses the facts, relationships, representations and other matters that may give rise to a Conflict as follows. The description below is intended to be complete and accurate to the best of the Disclosing Party's knowledge at the time of signing.

Concurrent engagement with another party
Representation of a former or existing client whose interests may be adverse
Financial interest or investment creating an appearance of impropriety
Other (specify below)

3. ACKNOWLEDGMENT; WAIVER AND CONSENT

Each party acknowledges receipt of the disclosures above, has had an opportunity to ask questions about the disclosed matters, and understands the nature and extent of the disclosed relationships. By signing this Declaration, the parties either (a) consent to the disclosed matters as set forth below, or (b) reserve the right to object or seek additional mitigation.

Party A: Consent to disclosed matters:   If selected, Party A hereby waives any right to object to the disclosed matters to the extent permitted by law.

Party B: Consent to disclosed matters:   If selected, Party B hereby waives any right to object to the disclosed matters to the extent permitted by law.

4. MITIGATION MEASURES

To reduce or eliminate the potential adverse effects of any disclosed Conflict, the parties agree to the following mitigation measures. These measures are binding upon the parties and their agents until the Matter is concluded or this Declaration is modified by written agreement.

5. REPRESENTATIONS AND WARRANTIES

The Disclosing Party represents and warrants that, to the best of its knowledge after reasonable inquiry, the disclosures contained in this Declaration are true, complete and accurate in all material respects as of the date signed. Each party further represents that it has authority to enter into this Declaration and to bind the entity or individual it represents.

6. CONFIDENTIALITY

The parties acknowledge that disclosures made pursuant to this Declaration may include confidential or privileged information. Except as required by law or as provided in an express written waiver, each party shall maintain all such disclosures in confidence and shall not use them for any purpose other than evaluating or addressing the Conflict.

7. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of any material breach of the representations, warranties, covenants or other obligations set forth in this Declaration, except to the extent caused by the indemnified party's gross negligence or willful misconduct.

8. NOTICES

All notices, communications and any requests permitted or required under this Declaration shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Declaration may be amended only by a writing signed by both parties. No delay or failure to exercise any right shall operate as a waiver. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Declaration shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict-of-law principles.

Entire Agreement: This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

Severability: If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. MISCELLANEOUS

The parties agree to cooperate in good faith to implement the terms of this Declaration and to execute such further documents as reasonably may be required to effectuate the intent of the parties. The parties acknowledge that this Declaration may be relied upon by third parties to the extent necessary to effectuate mitigation or waiver consistent with its terms.

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