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[Letterhead]

[Date]

[Name and address]

Re:[Case name]

Dear [name of officer of XYZ Corp.]:

This letter concerns this firm's representation of you and XYZ Corp. in connection with [describe specific nature of litigation, e.g., a claim by HIJ Co. under a contract dated _ _ _ _ _]. We understand, as you do, that the activities of XYZ during 1991 relating to this matter in which you may have been involved, or may have obtained knowledge as an officer of XYZ Co., are, along with other events, subjects of the HIJ lawsuit now pending.

We know of no conflict of interest between you and XYZ that would disqualify us from representing both you and XYZ. If we learn of facts that establish such a conflict, or if we are convinced that such a conflict is imminent, we will advise you immediately and suggest that you retain separate counsel. We do not think it likely, based on what we know now, that such a conflict will develop.

[Optional] If such a conflict should develop, XYZ has authorized us, based on facts presently known, to tell you that XYZ will pay the reasonable fees and expenses of competent counsel hired to represent you separately.

[Continue] At your and XYZ's request, and without expense to you, since XYZ will pay all of our fees and monies expended in your behalf, we have agreed to represent both you and XYZ in connection with this litigation.

If the foregoing is acceptable, we are pleased to represent you and ask that you sign and return a copy of this letter to us at your early convenience. A return envelope is enclosed for that purpose.

Very truly yours,

[Signature]
___________________
[Typed name of attorney]
Agreed and Accepted:

[Signature]
___________________
[Typed name of officer] Date: _ _ _ _ _ _

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For Up-To-Date Forms Covering Just About Every State & Situation plus Summaries of
Relevant Laws We STRONGLY SUGGEST Checking Out
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