Legal Independence Letter

LEGAL INDEPENDENCE LETTER

This Legal Independence Letter (the "Letter") is delivered as of by and between Counsel Name: , a law firm organized under the laws of (the "Counsel"), and Recipient Name: (the "Recipient").

RECITALS

WHEREAS, the Recipient has engaged or contemplates engaging Counsel to provide legal services in connection with the matter described as: (the "Matter"); and

WHEREAS, the Recipient requires a written confirmation that, to the best knowledge of Counsel after reasonable inquiry, Counsel is independent with respect to the Matter and does not represent any party adverse to the Recipient in a manner that would impair Counsel's ability to provide the requested legal services; and

WHEREAS, Counsel has conducted such conflicts and independence checks as it deems appropriate under applicable professional rules and standards and has set forth below the disclosures, limitations and assurances relating to such inquiries.

NOW, THEREFORE

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

1. COUNSEL'S REPRESENTATIONS OF INDEPENDENCE

1.1 Counsel represents and warrants that, following reasonable inquiry in accordance with its customary procedures and applicable rules of professional conduct, Counsel does not presently represent any person or entity in a matter that is directly adverse to the Recipient with respect to the Matter, nor does Counsel have any material legal interest adverse to the Recipient that would materially impair Counsel's ability to act on behalf of the Recipient in the Matter.

1.2 Counsel further represents that no lawyer in the firm has a personal, financial or fiduciary interest that would, under applicable professional standards, create a disqualifying conflict of interest with respect to the Matter, except as disclosed in writing below or in the attached disclosure statement.

2. DISCLOSURES AND KNOWN RELATIONSHIPS

2.1 Counsel discloses the following relationships, representations, financial interests or other matters that could reasonably be perceived as presenting a potential conflict or limitation on independence:

2.2 If no such matters have been identified, please indicate by checking the box: No current conflicts identified.

3. SCOPE OF CONFIRMATION; LIMITATIONS

3.1 This Letter is furnished solely for the Recipient's reliance in connection with the Matter and is limited to the matters expressly addressed herein. This Letter does not constitute legal advice on the substantive legal issues of the Matter, nor does it create an obligation on Counsel to perform legal services beyond such scope as may be set forth in a separate engagement agreement between Counsel and the Recipient.

3.2 Counsel's inquiries and review for purposes of this Letter were limited to those inquiries that Counsel reasonably determined to be material under prevailing professional standards. Counsel does not warrant that all possible conflicts or issues have been discovered or identified.

4. FUTURE CONFLICTS; DUTY TO DISCLOSE

Counsel agrees to use commercially reasonable efforts to notify the Recipient promptly if, during the term of the engagement, Counsel becomes aware of any fact, relationship, representation, or other matter that would reasonably be expected to give rise to a conflict of interest or to materially impair Counsel's independence with respect to the Matter.

Upon such notice the parties will confer in good faith regarding possible safeguards, waivers, or, if necessary, withdrawal from representation in accordance with applicable rules of professional conduct and any engagement agreement.

5. CONFIDENTIALITY

Counsel acknowledges that communications regarding conflicts and independence matters may be shared with the Recipient and will be treated as confidential to the extent permitted by law and rule. Nothing in this Letter waives any privilege or alters the parties' rights with respect to privileged information.

6. RELIANCE; LIMITATION OF LIABILITY

6.1 The Recipient may rely upon the representations and disclosures in this Letter solely for the purpose stated herein. Any other party that receives this Letter is not intended to be a third-party beneficiary except to the extent expressly agreed in writing.

6.2 Counsel's liability for claims arising out of the accuracy of the representations herein shall be governed by the terms of any engagement agreement between the parties. Absent express agreement to the contrary, Counsel's liability shall be limited to direct damages and shall exclude consequential, incidental, punitive or exemplary damages to the fullest extent permitted by law.

7. NOTICES

Counsel Contact

Recipient Contact

8. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified for Counsel above, without regard to principles of conflicts of law, except to the extent that mandatory rules of another jurisdiction applicable to the Recipient must govern.

9. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior oral or written statements concerning Counsel's independence for the Matter. If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Letter must be in writing and signed by both parties. A waiver by either party of a breach of any provision of this Letter shall not operate as a waiver of any other breach. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

11. ACKNOWLEDGMENT

By signing below, Counsel certifies that the statements in this Letter are true and correct to the best of Counsel's knowledge as of the date hereof, and the Recipient acknowledges receipt of this Letter and may rely upon the statements herein for the purposes stated above.

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