CONFLICT WAIVER FOR REPRESENTATION ADVERSE TO ENTITY RELATED TO CURRENT CLIENT

[NAME OF FIRM]

This disclosure should be provided to a corporate client, prior to creating new attorney-client relationship with a prospective client who would be adverse to an entity related to existing, corporate client (in a new matter, unrelated to Firm’s current representation for existing client).

[ ] indicate where to add case-specific material (not necessarily in capital letters).

Applicable Rules:

California: Rules 3-310 & 3-600

Massachusetts: Rules 1.7 & 1.13

Texas: Rules 1.06 & 1.12

WashingtonD.C.: Rules 1.7 & 1.13

Delaware: Rules 1.7 & 1.13

Minnesota: Rules 1.7 & 1.13

New York: Ethical Canons 5-14 – 5-20; Disciplinary Rules 5-105 & 5-109

Georgia: Rules 1.7 & 1.13

[DATE]

[CLIENT NAME]

[CLIENT ADDRESS]

Re:Disclosure to Client

[INSERT MATTER NAME]

Dear [CLIENT OR REPRESENTATIVE OF CLIENT]:

[NAME OF FIRM] (the “Firm”) is committed to vigorously representing the interests of [INSERT CLIENT NAME] (the “Client”) in all matters for which Client has retained the Firm. With that being said, as a large national law firm, the Firm represents thousands of clients. From time to time, other clients, existing or potential, may approach us to represent them on matters that may be considered adverse to Client, or adverse to an entity related to Client. Recently, the Firm has been asked to represent [INSERT NAME OF PROSPECTIVE CLIENT] (the “Prospective Client”), in a matter in which Prospective Client is adverse to [INSERT RELATED ENTITY], an entity related to Client. However, the matter for which Prospective Client is seeking to retain the Firm is unrelated to the matter[s] currently being handled by the Firm for Client. Moreover, the Firm currently represents Client only, and does not represent [INSERT RELATED ENTITY].

Our engagement is based on the understanding that any corporate entities affiliated with [INSERT CLIENT NAME] are separate and distinct from [INSERT CLIENT NAME] for purposes of determining whether there is a conflict-of-interest. In other words, the Firm represents only [INSERT CLIENT NAME] and does not represent, or have an attorney-client relationship with any corporate affiliate of [INSERT CLIENT NAME]. For this reason, the ethics rule(s) against handling matters adverse to a client will not bar the Firm from handling matters adverse to such other corporate entities. With that being said, as a courtesy to Client, we write to inform you of the Firm’s proposed representation of Prospective Client.

[IF THE FIRM POSSESSES INFORMATION THAT MAY INDICATE CLIENT AND ITS RELATED ENTITY COULD BE TREATED THE SAME FOR CONFLICTS PURPOSES DUE TO A UNITY OF INTEREST, OR A POSSIBLE ALTER EGO, THEN CONSIDER ADDING SUCH FACTS HERE. ALSO, THIS MAY REQUIRE CONSENT FROM CLIENT TO THE REPRESENTATION, BUT CONSENT SHOULD ONLY BE OBTAINED IF NEEDED BASED ON SUCH FACTS.]

[OPTIONAL PARAGRAPH] In order to ensure that the individual Firm attorneys who work on your matter[s] do not feel a divided sense of loyalty, no attorney working on Client’s matter[s] will perform work for Prospective Client, and vice versa. This arrangement will not only ensure that the attorneys working on your matter[s] have only your best interests in mind, but it will also protect [you/your company] from possible disclosure of confidential information should we obtain any such information from you.

We are confident that we can continue to represent you effectively because the new matter we would be handling for Prospective Client is unrelated to our current work for you. We will, of course, observe the attorney-client privilege between the Firm and Client and preserve the confidentiality of Client not only with respect to Prospective Client, but generally with respect to third parties. However, if you are concerned that our concurrent representation of [you/your company] and Prospective Client might compromise the independence of our professional judgment with regard to your interests on the matter[s] for which we are representing [you/your company], that it might interfere with our attorney-client relationship, or that it might otherwise affect our representation of [you/your company] in any way, it is essential that you raise that issue with us now.

Please do not hesitate to contact us if you have any questions regarding the foregoing. Thank you.

Very truly yours,

[INSERT ATTORNEY NAME]

Conflict Waiver for Representation Adverse to Entity Related to Current Client – Law Firm 2