October 15, 2015

ClientOne
PO Box 123
Napa, CA 94559

ClientTwo
123 Easy Street
San Francisco, CA 94121

RE: Waiver of Potential Conflict of Interest

Dear ClientOne and ClientTwo:
As you already know, we have represented ClientOne on various
construction law and business matters since 2014, and we represented
ClientTwo on an unrelated real estate matter in 2015. ClientOne has
requested that our firm draft and review an agreement for ClientTwo to hire
ClientOnes company, ClientOnes Company to perform a remodel in Napa.
Through our separate prior representations, we may have obtained
confidential information from each of you, which could have some bearing
on our review of this construction agreement.
While we do not anticipate that our current representation arrangement will
adversely affect our representation of either party, including our prior
representation of each of you, applicable rules of professional conduct
require that we obtain each partys consent to our continued representation
of either party.
We therefore ask by this letter that each of you acknowledge your express
and informed consent to our representation of the other with regards to
drafting the independent contractor agreement. By giving your consent, you
each acknowledge that we have made full disclosure to you of the facts and
circumstances surrounding any conflict of interest or potential conflict
which may exist now or in the future with regard to our firms separate
representation of each party listed above. In particular, each of you should
be aware that there are reasonably foreseeable adverse consequences in
representing two or more interested parties involved in a construction
project, and advising those parties about their respective rights.
Due to our separate representation of each party listed above, each of you
understands that we may receive confidential information in the course of
our separate representations. We are seeking consent only as to the
separate representation of you, not to the disclosure of any confidential
information we may have received from you. At no time will we disclose any
confidential information about a represented party to a third person,
including another client, without the informed, written consent of that
represented party. Despite any such conflict of interest that may exist, each
of you hereby agree to our continued representation of any other party
listed above as well as our representation of you. You further agree to our
right to withdraw our continued representation if, in our opinion, it might
violate applicable rules of professional conduct.

We will be pleased to answer any questions you may have concerning our
prior or current representation relationships, as well as this requested
consent. You are, of course, free to consult independent counsel about this
consent. If you wish to consent, please sign this letter and return it to our
office. If either of you decides not to consent, we will not be able to
represent either of you in the transaction.
Very truly yours,
Partner
Law Firm, LLP
The undersigned has read the foregoing, acknowledges its right to seek an
opinion of independent counsel, and hereby consents to the firms
representation of the parties mentioned below.
CLIENTONE

Date:

CLIENTTWO

Date:

ClientOne, individually and on behalf ClientTwo

of ClientOneCo

2 of 2