Legal Conflict Waivers

LEGAL CONFLICT WAIVER AND INFORMED CONSENT

This Legal Conflict Waiver and Informed Consent Agreement (the "Agreement") is entered into as of by and between Client Name: and Firm Name: .

RECITALS

WHEREAS, Client seeks legal representation in the matter described as:

WHEREAS, Firm currently represents or previously represented other persons or entities whose interests may be adverse to Client in matters related to or substantially similar to the Matter described above, and the Firm has disclosed those representations to Client as required under applicable professional rules; and

WHEREAS, Client has been informed in writing and orally of the nature of the potential or actual conflict, the reasonably foreseeable adverse consequences of the joint or concurrent representation, and the measures Firm will take to protect Client's confidential information; and Client has had the opportunity to consult independent counsel.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Client" means the person or entity identified above; "Firm" means the law firm identified above and its partners, associates, counsel, clerks and employees; "Confidential Information" means all nonpublic information obtained by Firm in the course of its representation of Client, whether oral, written or electronic; "Conflict" or "Conflicting Representation" means any representation that would give rise to a disqualifying conflict under applicable rules of professional conduct.

2. DISCLOSURE OF CONFLICTS

Firm has disclosed to Client the identities of the other current or former clients and matters that create or may create a Conflict. The specific disclosures provided to Client are summarized here:

Date of oral disclosure:

3. WAIVER AND INFORMED CONSENT

Client acknowledges receipt of the disclosures described above, understands the nature and possible consequences of the Conflict, and hereby provides informed consent to the Firm's continued representation notwithstanding the Conflict. By checking the box below, Client expressly waives any present or future disqualification of Firm and consents to Firm's representation under the terms of this Agreement.

I, the Client, authorize and consent to the representation as described in this Agreement.

4. LIMITATIONS AND ALLOCATION OF DUTIES

The Client acknowledges that the Conflict may impose limitations on Firm's ability to advocate for Client in ways the Client might otherwise request. Firm will not represent Client in any matter in which Firm's duties to another client would materially limit Firm's ability to provide competent and diligent representation to Client, unless Client provides further written consent. Firm will use reasonable measures to ensure that lawyers with conflicts do not participate in decision-making for Client's matter when necessary.

5. CONFIDENTIALITY AND USE OF INFORMATION

Except as required by law or court order, Firm shall not disclose Client's Confidential Information to any other person or entity outside Firm except as necessary to provide legal services in the Matter. Notwithstanding the foregoing, Firm may use or disclose Confidential Information to other clients where such use does not materially prejudice Client's interests, and where the information is not disqualifying under applicable rules. Client acknowledges that no guarantee can be given that all confidential information will remain absolutely segregated among Firm personnel.

6. WITHDRAWAL

If at any time Firm determines that continued representation would violate professional obligations or render representation unreasonably difficult, Firm may withdraw from representing Client in whole or in part. In the event Firm elects to withdraw, Firm will take reasonable steps to avoid foreseeable prejudice to Client, including giving reasonable notice, allowing time for employment of other counsel, and surrendering papers and property to which Client is entitled.

7. FEES, COSTS AND ALLOCATION

Representation under this Agreement will be governed by the fee arrangement set forth in the written engagement letter between Client and Firm. To the extent that work is allocated among Firm lawyers, Client consents to such allocation provided that Firm remains ultimately responsible for supervising the representation and handling billing in accordance with the engagement letter.

8. INDEMNIFICATION

To the fullest extent permitted by law, Client agrees to indemnify and hold harmless Firm and its partners, employees, and agents from any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement or from Client's failure to provide full and accurate information that is material to the Conflict analysis.

9. FUTURE CONFLICTS AND SCREENING

Client consents to Firm's use of ethical screening procedures and other safeguards as necessary to protect Confidential Information and to permit concurrent representations. Client acknowledges that such procedures may include physical and electronic separation of files and limitations on access by Firm personnel who represent adverse parties.

10. OPPORTUNITY TO CONSULT INDEPENDENT COUNSEL

Client confirms that Client has been advised of the right to consult independent legal counsel regarding this Agreement and the Conflict. By checking the box below, Client acknowledges that Client either has consulted independent counsel or voluntarily declines to do so after being so advised.

I acknowledge I have been advised of my right to consult independent counsel and (select one):
I have consulted independent counsel. I decline to consult independent counsel.

11. NOTICES

Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three days after deposit in the U.S. mail, first class, postage prepaid, addressed to the parties at the addresses provided above or to such other address as a party may specify in writing.

12. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless made in writing and signed by the waiving party.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Firm maintains its principal office at the time of execution. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions and agreements concerning conflicts. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement 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 electronically shall be binding and have the same effect as original signatures.

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