[Firm Letterhead]
[date]
Michael R. Cannon, Esq.
Executive Vice Chancellor and General Counsel
Washington University in St. Louis
Campus Box 1058
One Brookings Drive
St. Louis, Missouri 63130-4899
Re: Conflict of Interest Waiver Request
Dear Mike:
_______________________ (“Law Firm Name”) has been requested to represent
_______________ (“Other Client”) in connection with ___________________________
[insert description of transaction] (the “Transaction”) with The Washington University
(“Washington University”).
Washington University also is a client of [Law Firm Name] for which we provide
an array of legal services that include ________________________ [insert description of
legal services provided to Washington University]. We understand that Washington
University is prepared to waive the conflict of interest that arises from [Law Firm
Name]’s representation of Other Client in connection with the Transaction, including
___________________ [insert brief description of legal services to be provided to Other
Client in connection with the Transaction], but not with respect to any other matters
beyond such limited purpose.
Although the attorneys at [Law Firm Name] providing the different
representations described herein are physically separated and their files are not
commingled in any way, in order to ensure that there is no inadvertent disclosure of
information we will erect an ethical wall between the two different groups of attorneys
and ensure that files and staff are kept separate and apart from each other. This will help
to ensure that [Law Firm Name] will maintain the confidences and secrets of each client,
respectively, separate and apart from the other.
This letter will confirm our understanding that Washington University consents to
[Law Firm Name]’s representation of Other Client in connection with the Transaction
and the other matters in which [Law Firm Name] represents Other Client from time to
time which are unrelated to Washington University, but for no other purpose. This letter
will further confirm that in the event a contentious dispute, threat of litigation or actual
litigation (or other adversary proceedings) were to arise between Washington University
and Other Client in connection with the Transaction, [Law Firm Name] will not represent
or counsel Other Client or Washington University in connection with any aspect of any
such contentious dispute, threat of litigation or actual litigation, or assist any other legal