General Advance Waiver

CORPORATE CLIENT – DISCLAIMING REPRESENTATION OF FOUNDERS

[NAME OF FIRM]

This waiver should be obtained from new corporate client (to be newly formed as a corporate entity, as well as a new client to the Firm) prior to creating attorney-client relationship with client, or upon signing an engagement letter, to clarify the precise identity of the client and to waive future potential conflicts-of-interest between corporation’s founders.

[ ] 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

Washington D.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]

[INSERT ALL FOUNDERS’ NAMES & ADDRESSES]

[REPRESENTATIVE OF CLIENT]

[CLIENT NAME]

[CLIENT ADDRESS]

Re: Waiver Request

[INSERT MATTER NAME]

Dear [REPRESENTATIVE OF CLIENT]:

This waiver request further clarifies the attorney-client relationship between [INSERT CLIENT NAME] (the “Client”) and [NAME OF FIRM] (the “Firm”).

1. Scope of the Firm’s Representation of [INSERT CLIENT NAME].

The Firm will initially represent [INSERT CLIENT NAME] with respect to the completion of its incorporation process, including the issuance of stock to [INSERT CLIENT NAME]’s [INSERT NUMBER OF FOUNDERS] founders, who Client has informed us are [INSERT NAMES OF FOUNDERS] (collectively, the “Founders”). The Firm anticipates that, following completion of this work, the Firm will continue to represent [INSERT CLIENT NAME] [on general corporate matters/with filing and prosecuting patent applications].

2. Potential Conflicts-of-Interest.

The Firm is required to advise [INSERT CLIENT NAME] of any potential conflicts-of-interest or relationships which the Firm has related to the representation of [INSERT CLIENT NAME]. After conducting an internal conflicts check, the Firm is unaware of any current conflicts-of-interest. However, it is imperative that you recognize your continuing duty to inform the Firm of the identity of any person or corporation who is adverse to [INSERT CLIENT NAME] or in conflict with [INSERT CLIENT NAME] with respect to those legal matters for which the Firm is representing [INSERT CLIENT NAME].

3. Representation of [INSERT CLIENT NAME] Only. No Representation of Founders.

The Firm is undertaking the representation of [INSERT CLIENT NAME] on the explicit understanding that the Firm will be representing only [INSERT CLIENT NAME] as a corporate entity and that the Firm is not representing the Founders, not individually nor as a group. Although the advice the Firm may render and services we perform for [INSERT CLIENT NAME] may in some circumstances affect personal interests of Founders, this does not mean that the Founders are clients of the Firm, nor does it mean that the Firm has undertaken any representation of Founders. Each of the Founders is hereby advised to seek his or her own personal legal counsel in order to protect his or her interests with respect to [INSERT CLIENT NAME].

Please also note that it is possible that the interests of a Founder may, from time to time, conflict with the interests of [INSERT CLIENT NAME], or with the interests of other Founders, or with directors, officers, employees, or agents of [INSERT CLIENT NAME], or with other third parties who have business relationships with [INSERT CLIENT NAME]. Such conflicts may, for example, arise in connection with a Founder’s purchase of stock in [INSERT CLIENT NAME], particularly in connection with provisions such as repurchase options, vesting schedules, rights of refusal, market standoff agreements and other agreements made with respect to [INSERT CLIENT NAME] stock. Such conflicts may also arise with respect to a particular Founder’s actual or asserted rights in technology or intellectual property that is to be transferred to or owned by, or licensed to, [INSERT CLIENT NAME], as for example, where a third party asserts that a Founder does not hold, or is infringing, intellectual property rights of such third party.

Accordingly, as a condition of representing [INSERT CLIENT NAME], the Firm is requesting that each of the Founders review this letter and sign it in the space indicated for their names on the second signature page of this letter to confirm and acknowledge the foregoing and each Founder’s agreement with the terms set forth on the second signature page of this letter.

Very truly yours,

[INSERT ATTORNEY NAME]

UNDERSTOOD AND CONSENTED TO:

______
[CLIENT OR REPRESENTATIVE OF CLIENT] Date

[TITLE OF CLIENT’S REPRESENTATIVE]

[**INSERT PAGE BREAK HERE.**]

FOUNDERS’ ACKNOWLEDGEMENT AND AGREEMENT

Each of the undersigned, who are collectively the “Founders” (as defined above in this letter) of [INSERT CLIENT NAME] hereby acknowledge having read and understood the provisions of Paragraph 3 of the foregoing letter agreement and waiver between [NAME OF FIRM] (the “Firm”) and [INSERT CLIENT NAME].

In particular, by signing this letter below, each of the undersigned hereby confirm, acknowledge and agree with the Firm that: (1) the Firm is representing [INSERT CLIENT NAME] only and that Founder is not a client of the Firm; (2) Founder is aware that there may exist or hereafter arise conflicts-of-interest, potential or actual, between his/her interests and those of [INSERT CLIENT NAME], and between his/her interests and those of other Founders, directors, officers, shareholders, employees or other agents of [INSERT CLIENT NAME], or other third parties who have business relationships with [INSERT CLIENT NAME]; and, (3) Founder has been advised by the Firm to seek independent legal counsel and advice with respect to matters concerning his/her personal interests in or with respect to [INSERT CLIENT NAME].

______
[INSERT FOUNDER NAME] Date

Corporate Client – Disclaiming Representation of Founders – Law Firm 2