[Date]
[Client A]
[Client A Address]
Re:Waiver of Potential Conflict of Interest in Separate Engagement
Dear [Client A]:
I write to discuss certain ramifications of our engagement to provide services to [Client A], while we are also providing services to [Client B]. You should consult your legal representative concerning these matters, including this letter, prior to signing the acknowledgement at the end of this letter.
We have been engagedto provide the following services for [Client A]:[list services to be provided] (Alternatively, if the potential conflict arises from a potential, but not yet commenced engagement, this sentence could read “We have been approached to provide the following services ….”). At the same time that we anticipate providing these services to you, we also anticipate providing services to [Client B].
Rendering services to both you and [Client B] at the same time presents a potential conflict of interestbecause your interests could substantially differ or actually become adverse to [Client B]’s interests in the future. The factors that could lead to a conflict of interest are [list factors that create the conflict]. Accordingly, we must perform the services for both you and [Client B]in such a manner that both of your interests are advanced and protected, and we cannot favor one party to the detriment of the other. Similarly, we cannot negotiate on behalf of either client with the other.
Based upon our understanding of the parties’pre-existing relationship and past dealings, we do not believe our concurrent, but separate, representation of the parties presents an actual conflict of interest. We believe we can represent both you and[Client B]as accountants without impairing our professional judgment because[list reasons and steps taken that ensure both clients can be adequately represented].
If an actual conflict of interest arises in the future, we will promptly inform you of the conflict so that you and [Client B] can jointly decide how to resolve the conflict and/or whether you wish to engage separate accountants. Further, if you become aware of an actual conflict of interest, you shallimmediately inform usin writing. If you become aware of a conflict, but fail to immediately advise us in writing, that conflict will be waived under the terms of this letter until such time as we are notified of the conflict in writing.
By signing below you acknowledge that: (1) the potential conflict of interest has been fully disclosed to you; (2) you understand and acknowledge the potential conflict of interest as described; and (3) you consent to the joint representation subject to the potential conflict of interest as disclosed.
Very truly yours,
[Firm Name]
Agreed and acknowledged:
[Client A]
2411235.1