Note: Any Waiver Letter Based on This Form Must Be Reviewed

Conflict Waiver Letter - Consent by
Lateral’s Former Client/Client of Lateral’s
Former Firm to Directly Adverse Representation

[Note: Any waiver letter based on this form must be reviewed

by XXX before submission to the client]

[Date]

[Name of Former Client/Client of Former Firm]

[Street Address]

[City/State/Zip]

Dear:

As we have discussed, I am now practicing with the firm of XXX(“XXX”), which has been asked to represent [name of XXX client] in [description of new matter] (the “New Matter”). While with [name of former firm], I [represented/learned information related to that firm’s representation of] [name of former client/client of former firm], which is directly adverse to [name of XXX client] in the New Matter.

The New Matter and one or more of the matters in which [I/my former firm] represented [name of former client/client of former firm ] [arguably] [are/may be] substantially related, and, while with [name of former firm], I may have acquired information related to [my/that firm’s] representation of [name of former client/client of former firm] that is material to the New Matter. This being the case, I [arguably] would have a conflict of interest in representing [name of client] in the New Matter, and [any/the] conflict of interest would be imputed to all of XXX’s lawyers. You have indicated, however, that [, subject to the establishment of the ethical screen described below,] you are prepared to consent to XXX’s representation of [name of XXX client] in the New Matter, and to waive any conflict of interest that representation might involve.

[In connection with XXX’s representation of [name of XXX client] in the New Matter, we will create an ethical screen such that I will not be permitted to have any discussions, communications or contact about the New Matter, or any matter in which I or [name of former firm] represented [name of former client/client of former firm] with anyone else at XXX.]

You have no obligation to consent to XXX’s representation of [name of XXX client]. In deciding whether to consent, you should consider the risk that confidential information relating to [my/my former firm’s] representation of [name of former client/client of former firm] might be disclosed to [name of XXX client] or used by XXX to [name of former client/client of former firm]’s disadvantage by the XXX lawyers representing [name of XXX client]in the New Matter. [This risk will be significantly mitigated by the above-described screen, and I assure you that no such disclosure or risk will occur/I assure you that no such disclosure or use will occur, however.] In deciding whether to consent to XXX’s representation of [name of XXX client] in the New Matter, you also are entitled to consult separate counsel, and we urge you to do so if you have any doubts as to the advisability of consenting.

Please confirm your consent to XXX’s representation of [name of XXX client] in the New Matter and your waiver of any conflict of interest that representation may involve by signing and returning the enclosed copy of this letter. Thank you for your cooperation.

Very truly yours,

XXX

By:

[ Name of Signing Lawyer ]

We consent to the representation by XXX of [name of XXX client] in the New Matter described in the foregoing letter, and we waive any conflict of interest that representation may involve.

[Name of Former Client/Client of Former Firm]

Date: By:

[Name: ]

[Title: ]

Law Firm 6