Conflict Waiver for Joint Representation of Both

Client Contact

Date

Page 1

CONFLICT WAIVER FOR JOINT REPRESENTATION OF BOTH

SIDES IN A TRANSACTIONAL MATTER

[Name of Client Contact]

[Title]

[Company or Entity]

[Address]

Re:

Dear ______:

This is to confirm our prior telephone conversation in which you agreed, on behalf of [Client A] to waive any objection to the potential conflict of interest with respect to (1) the representation of you by the ______[city]______office of the Firm ("Firm") in the referenced transaction and (2) the concurrent representation by the ______[city]______office of the Firm of [Client B] in the same transaction.

As you know, the Firm represents [Client B] in many matters including [list matters generally]. You have indicated that you believe that [Client A] would be best and most efficiently served by having the Firm represent [Client A] in the referenced transaction. Similarly, [Client B] has indicated that it believes that it would be best and most efficiently served by having the Firm represent [Client B] counsel in the same transaction. You have advised that you believe that [Client A] would benefit from the efficiencies and existing relationships between [Client B] and the Firm, and that you would prefer that [Client B] is not required to retain different counsel. You have also confirmed that the principal business terms of the transaction, such as [e.g., loan amount, interest rate, and manner of repayment] have been agreed upon by the parties, and that the primary role of the Firm in the transaction will be finalizing the documents, coordinating with respect to the due diligence materials, and closing the transaction.

Certainly, the best way to proceed in this matter would be for [Client A] and [Client B] to obtain separate counsel. However, the applicable ethics rules permit us to represent clients with adverse, or potentially adverse interests, if the affected clients consent to the representation, having received in writing reasonable and adequate information about the material risks of the representation, and having had the opportunity to consult with independent counsel.

We hereby confirm to you that, under the circumstances of this matter, the Firm’s representation of [Client B] in the transaction would not create material risks regarding our responsibilities to and relationship with [Client A], and vice versa. We further confirm to you that we have sought consent from [Client B] and are sending it a similar letter.

You are aware that the Firm operates as a single, integrated law firm, and that files and information available to one lawyer in one office are customarily available to other lawyers in other offices. However, with respect to this transaction, the lawyers working for [Client B] on the transaction will not have access to information relating to representation of [Client A] and vice versa. [Client A] and [Client B] agree that neither party is waiving the attorney-client privilege by agreeing to this joint representation. [Attorney's name] will be the partner in the Firm-[city] primarily responsible for representing [Client A] with regard to the transaction, and [attorney's name] will be the partner in the Firm-[city] primarily responsible for representing [Client B] with regard to the transaction.

In the event that, prior to the closing of the transaction, [Client A] and [Client B] reach an impasse as to any point of contention in the negotiation of the documentation or other related matter that cannot be resolved by the good faith efforts of the parties, the Firm will withdraw from the representation of both parties. By agreeing to this waiver, [Client A] and [Client B] agree that in the event litigation develops between them regarding the transaction, each client will retain separate and independent counsel outside the Firm to handle pre-litigation and litigation work, and the Firm will not represent either party in such a situation.

Under these circumstances, and having had the opportunity to consult with independent counsel, if you agree that the Firm may undertake the concurrent representations of you and [Client B] in the referenced transaction, and that you are waiving any objection to a conflict with respect to such concurrent representations, please indicate your consent and waiver by signing below. Please return the executed copy to me as soon as possible, keeping a copy for your records.

Thank you. We look forward to working with you.

Sincerely yours,

THE FIRM

By:

CONFLICT WAIVER

[Client A] hereby consents to and waives any objection to a conflict of interest in the Firm’s concurrent representation of both [Client A] and [Client B] in the aforesaid circumstances.

[Client A]

By:

Its:

Dated: