Legal Conflict of Interest Letter

LEGAL CONFLICT OF INTEREST LETTER

This Conflict of Interest Letter (the "Letter") is entered into on this day of , by and between Firm Name: (the "Firm") and Client Name: (the "Client").

RECITALS

WHEREAS, the Client retained the Firm to provide legal representation in the matter identified as: ; and the nature and scope of the engagement include the following:

WHEREAS, the Firm has become aware of a potential or actual conflict of interest arising from the Firm's current or prior relationship with: ; the specific relationship and facts giving rise to the conflict are described below.

WHEREAS, the Firm has conducted a conflicts check and has determined that the identified relationship may create interests that are or may become adverse to the Client in connection with the above matter; the parties desire to document the disclosure and, if appropriate, obtain the Client's informed consent to continued representation.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Firm and the Client agree as follows:

1. DISCLOSURE OF CONFLICT

The Firm discloses that the following persons and/or entities and relationships give rise to a potential or actual conflict of interest:

The Firm has explained to the Client the relevant facts, the reasons why the Firm deems the relationship to be a potential or actual conflict, and the reasonably foreseeable adverse consequences of such conflict on the Client's interests.

2. CLIENT CONSENT AND WAIVER

By checking the box below and signing this Letter, the Client acknowledges receipt of the full disclosure above, confirms that the Client has read and understands the nature of the disclosed conflict, and, after full disclosure, provides the following election with respect to continued representation:

Client hereby consents to the Firm's continued representation despite the disclosed conflict and waives any disqualification based on the disclosed matters.

Client declines to consent to continued representation; the Firm may withdraw or decline further representation without penalty.

The Client acknowledges that consent, if given, is voluntary, informed, and may be revoked in writing at any time, subject to applicable ethical obligations and the Firm's right to withdraw if continued representation would violate professional conduct rules or create an unreasonable risk of harm to any client.

3. SCOPE AND LIMITS OF REPRESENTATION

The Firm's representation of the Client shall be limited to the matter described above and any ancillary matters expressly agreed in writing. The Firm will not represent the Client in any matter in which a direct conflict exists that would materially and adversely affect the Client's interests unless the Client provides a separate informed waiver in writing.

4. CONFIDENTIALITY AND USE OF INFORMATION

Except as otherwise required by law or the rules of professional conduct, the Firm will maintain confidentiality of the Client's information. The Firm may, however, share information with those attorneys in the Firm who are involved in the representation and who have been informed of and agree to comply with confidentiality obligations. The Client consents to such limited disclosure as necessary to evaluate and manage the disclosed conflict.

5. WITHDRAWAL; FUTURE CONFLICTS

The Firm reserves the right to withdraw from representation if, inter alia, the Firm determines that continued representation would violate applicable professional conduct rules, materially prejudice any client, or if the Client revokes consent. Upon withdrawal, the Firm will take reasonable steps to protect the Client's interests, including providing reasonable assistance in securing successor counsel.

6. INDEPENDENT COUNSEL

The Client acknowledges the right to seek independent legal counsel concerning this Letter and the disclosed conflict. The Client's initials below confirm whether independent counsel was consulted prior to executing this Letter.

Initials of Client:

Client has consulted with independent counsel prior to executing this Letter.

7. NOTICES

Firm Notice Address:

Client Notice Address:

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Client below. This Letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Letter is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Governing law jurisdiction:

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended or modified only by a written instrument signed by both parties. No waiver of any breach or right under this Letter shall be effective unless in writing. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. ACKNOWLEDGMENT

The Client acknowledges that the Client has read this Letter carefully, understands its contents, and consents to or declines representation as indicated above. The Client further acknowledges receipt of a copy of this Letter.

Additional provisions or agreed exceptions (if any):

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