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these standard terms, "you" refers to the
<br />entity that is our client, not the individual
<br />addressed.
<br />Unless specifically stated in our letter, our
<br />representation of you does not extend to
<br />any of your affiliates and we do not assume
<br />any duties with respect to your affiliates.
<br />For example, if you are a corporation, our
<br />representation does not include any of your
<br />direct or indirect parents, subsidiaries, sister
<br />corporations, partnerships, partners, joint
<br />ventures, joint venture partners, any entities
<br />in which you own an interest, or, for you or
<br />your affiliates, any employees, officers,
<br />directors, or shareholders. If you are a
<br />partnership or limited liability company, our
<br />representation does not extend to the
<br />individual partners of the partnership or
<br />members of the limited liability company. If
<br />you are a joint venture, our representation
<br />does not extend to the participants. If you
<br />are a trade association, our representation
<br />excludes members of the trade association.
<br />If you are a governmental entity, our
<br />representation does not include other
<br />governmental entities, including other
<br />agencies, departments, bureaus, boards or
<br />other parts of the same level of government.
<br />If you are an individual, our representation
<br />does not include your spouse, siblings, or
<br />other family members. If you are a trust,
<br />you are our only client. The beneficiaries
<br />are not our clients nor is the trustee in any
<br />capacity other than as the fiduciary for the
<br />particular trust in our representation. It
<br />would be necessary for affiliates, including
<br />all those listed above, to enter into a written
<br />engagement agreement with us much like
<br />this one before they would become clients
<br />and we would assume duties towards them.
<br />You should know that our engagement
<br />agreements with a number of other clients
<br />have a similar provision.
<br />If you provide us with any confidential
<br />information of your affiliates or any other
<br />entities or individuals during our
<br />representation of you, we will treat it as your
<br />information and maintain its confidentiality in
<br />accordance with our duties to you as our
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<br />client, but you are the exclusive party to
<br />whom we owe duties regarding such
<br />information.
<br />Except as specifically agreed by both of us,
<br />the advice and communications that we
<br />render on your behalf are not to be
<br />disseminated to or relied upon by any other
<br />parties without our written consent.
<br />CONFLICTS OF INTEREST
<br />Since legal practice first began under the
<br />name Squire, Sanders & Dempsey over 100
<br />years ago, thousands of corporations, other
<br />businesses, individuals, governmental
<br />bodies, trusts, estates, and other clients
<br />have asked Squire attorneys to represent
<br />them. Information on the nature of the
<br />Firm's clients and practice is available at
<br />http : / /www.squirepattonboggs.com and
<br />upon request. Because of the broad base of
<br />clients that Squire represents on a variety of
<br />legal matters, it is possible that you may find
<br />yourself in a position adverse to another
<br />Squire client in counseling, litigation,
<br />business negotiations, or some other legal
<br />matter in which we do not represent you.
<br />Accordingly, following an insurer's
<br />recommendation we adopted the following
<br />model language recommended:
<br />You agree that we may continue to
<br />represent or may undertake in the future to
<br />represent existing or new clients in any
<br />matter that is not substantially related to our
<br />work for you even if the interests of such
<br />clients in those other matters are directly
<br />adverse to your interests or might be
<br />deemed to create a material limitation on
<br />our representation of you. We agree,
<br />however, that your prospective consent to
<br />conflicting representation contained in the
<br />preceding sentence shall not apply in any
<br />instance where, as a result of our
<br />representation of you, we have obtained
<br />proprietary or other confidential information
<br />of a non - public nature, that, if known to such
<br />other client, could be used in any such other
<br />matter by such client to your material
<br />disadvantage. In similar engagement
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