Legal Conflict Waiver Letter

LEGAL CONFLICT WAIVER LETTER

This Legal Conflict Waiver Letter (the "Letter") is entered into as of by and between Law Firm: with principal office at (the "Firm"), and Client Name: with address at (the "Client").

RECITALS

WHEREAS, the Firm currently represents or has represented certain persons or entities whose interests may be adverse or potentially adverse to those of the Client in matters described below;

WHEREAS, the Firm has disclosed to the Client the identity of the other party or parties and the material facts giving rise to the potential or actual conflict of interest as set forth in Section 2 of this Letter;

WHEREAS, the Client desires to consent to the Firm's continued representation subject to the terms and conditions set forth in this Letter and acknowledges that the Client has had the opportunity to seek independent legal advice prior to executing this waiver;

NOW THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, "Conflict" means any actual or potential conflict of interest arising from the Firm's representation of another person or entity where the interests of that other person or entity are or may be adverse to the Client, including related matters, claims, transactions, or parties.

2. DISCLOSURE OF CONFLICT

The Firm discloses the following material facts and identities relating to the Conflict. Describe below the nature of the conflict, the identity of the other client(s), and the material facts disclosed:

3. SCOPE OF WAIVER AND CONSENT

The Client expressly consents to and waives any objection to the Firm's representation of the identified other client(s) in matters described in Section 2, and hereby authorizes the Firm to continue such representation even though the interests of the Firm's other client(s) may be or become adverse to the Client. This waiver is limited to the matters specifically disclosed above, unless otherwise expressly agreed in writing by the Client and the Firm.

4. INFORMED CONSENT AND ACKNOWLEDGMENT

The Client acknowledges that the Client (i) has been informed of the relevant circumstances and material risks associated with the Conflict, (ii) understands the potential adverse consequences of waiving the Conflict, including limitations on confidentiality or the Firm's ability to advocate fully in all circumstances, and (iii) consents to the waiver after full disclosure.

Client confirms: I have read and understand the disclosure and consent to the waiver.

5. LIMITATIONS ON CONFIDENTIALITY AND PRIVILEGE

The Client understands that the Firm will continue to maintain the Client's confidences and privileges consistent with applicable ethical rules. Notwithstanding the foregoing, the Client acknowledges that there may be circumstances in which the Firm cannot assert or maintain a claim of attorney-client privilege or confidentiality against the other client or a third party, and that conflicts may limit the Firm's ability to use certain information in representing either client. The Firm will not disclose the Client's confidential information to the other client except as authorized by the Client or required by law.

6. FUTURE CONFLICTS

This waiver does not apply to conflicts that arise in future matters that are unrelated to the matters disclosed in Section 2. If a new conflict arises that is materially different from the disclosed conflict, the Firm will notify the Client and will seek further informed consent as required by applicable professional rules.

7. INDEPENDENT ADVICE

The Client acknowledges that the Client has the right to seek independent legal advice concerning the Conflict and the consequences of this waiver. The Client either has received independent legal advice or has expressly chosen to waive such advice.

Independent counsel retained?     If yes, Name of independent counsel:

8. FEES AND COSTS

The Client understands that the Firm's representation of multiple clients may affect allocation of time and responsibilities among clients. Fees and billing practices will remain governed by the engagement agreement previously executed by the Client and the Firm, except as modified in writing. Any fees charged in connection with addressing the Conflict will be fully disclosed and are subject to Client's prior approval where required by law.

9. WITHDRAWAL

Nothing in this Letter limits the right of the Firm to withdraw from representation in any matter if withdrawal is permitted or required by law, ethical rules, or if continued representation would be impracticable. The Firm will give reasonable notice to the Client if withdrawal is contemplated and will take such steps as are reasonable to protect the Client's interests.

10. NOTICES

All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

This Letter may be amended or modified only by a written instrument signed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought.

12. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state indicated below without regard to conflict of law principles.

13. ENTIRE AGREEMENT

This Letter, together with any referenced engagement letter or written amendments, constitutes the entire agreement between the Firm and the Client with respect to the subjects addressed herein and supersedes all prior and contemporaneous understandings, agreements, or communications, whether written or oral, relating to those subjects.

14. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

The parties acknowledge that they have read and understood this Letter and that they have had an opportunity to ask questions concerning the disclosed Conflict and the terms of this waiver.

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