Legal Conflict Form

LEGAL CONFLICT FORM

This Legal Conflict Form (the Agreement) is made as of Effective Date: by and between Disclosing Party Name: with principal address: (Disclosing Party), and Recipient Party Name: with principal address: (Recipient). The Disclosing Party and Recipient are hereinafter each a Party and collectively the Parties.

RECITALS

WHEREAS, Disclosing Party has identified an existing, potential, or imputed conflict of interest arising out of certain facts, relationships, or matters affecting the Parties or the representation of clients (the Conflict); and

WHEREAS, the Parties wish to set forth the nature of the Conflict, the scope of any permitted representation or activity, and the measures to be taken to mitigate or waive the Conflict to the extent permitted by applicable law and professional obligations; and

WHEREAS, each Party acknowledges that full disclosure of material facts is required to allow an informed waiver or other remedial action.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Conflict" means any actual, potential, or imputed conflict of interest described in Section 2 or otherwise disclosed in writing by the Disclosing Party. "Material Fact" means any fact that a reasonable practitioner or party would consider important in evaluating consent or a conflict waiver.

2. NATURE AND SCOPE OF CONFLICT

2.1 Type of Conflict (check all that apply):

Actual conflict Potential conflict Imputed conflict

2.2 Affected Matter or File:

3. WAIVER, CONSENT AND LIMITATIONS

3.1 By executing this Agreement, Recipient acknowledges receipt of the disclosure set forth herein, confirms that all Material Facts known to Recipient have been disclosed, and gives informed consent to the continuing or limited representation described in Section 4 to the extent and subject to the conditions set forth herein.

3.2 Such consent constitutes a limited waiver of any disqualification that might otherwise arise but does not waive any right to terminate representation or to seek appropriate remedies if additional Material Facts are discovered.

4. MITIGATION MEASURES

4.1 The Parties agree that, to mitigate the Conflict, the following measures shall be implemented as applicable: screening and information barriers, restricted personnel access, limited scope of engagement, informed consent in writing by affected clients, and periodic review by designated compliance officers.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full authority to execute this Agreement, that all information disclosed as of the Effective Date is true and complete to the best of its knowledge, and that execution of this Agreement will not violate any other agreement or legal obligation to which it is subject.

6. CONFIDENTIALITY

6.1 All disclosures made in connection with this Conflict, and any communications regarding mitigation, consent, or related matters, shall be maintained in confidence in accordance with applicable professional rules and the Parties' confidentiality obligations, except as required by law, regulation, or a binding order of a tribunal.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and shall remain in force until the Conflict is resolved to the satisfaction of the Parties or until terminated by written notice pursuant to this Section. A material misrepresentation or the discovery of additional Material Facts that would have affected consent shall entitle any Party to terminate this Agreement and seek appropriate relief.

8. NOTICES

8.1 All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, or by email transmission with confirmation when expressly agreed by the Parties.

9. GOVERNING LAW

9.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State or jurisdiction identified below without regard to conflict of law principles.

10. ENTIRE AGREEMENT

10.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. SEVERABILITY

11.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute provision that effects the original intent.

12. AMENDMENT AND WAIVER

12.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not be a waiver of any subsequent breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

13.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means that evidence a Party's intent to be bound shall have the same force and effect as original signatures.

ADDITIONAL ACKNOWLEDGMENTS

Each Party acknowledges that it has had the opportunity to seek independent legal advice concerning the matters set forth in this Agreement and that it enters into this Agreement knowingly and voluntarily.

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