__[Name and address]__
Re:__[Case name]__
Dear __[Name of officer of XYZ Corp.]__:

   As you know, this firm ("Firm") represents XYZ Corp. in a
civil suit brought by ABC Co. currently pending in the United
States District Court for the Central District of California (ABC
Co. v XYC Corp., et al., CV 00-000 XXX). I have been the attorney
at Firm in charge of that representation since its inception.
   One of Firm's other long-time and important clients, STU
Corp., has recently been named a defendant in a suit brought by
XYZ Corp. in the United States District Court for the Northern
District of California (XYZ Corp. v STU Corp., et al., CV 00000
YYY). STU Corp. has asked Firm to represent it in that
proceeding. As you may know, XYZ Corp. is represented by the law
firm of Smith & Jones in that case. It is my understanding that
the XYZ Corp. v STU Corp. litigation concerns __[specify]__, and
arises from events that occurred __[date]__. That suit is thus
totally unrelated to the matter of ABC Co. v XYZ Corp. Still,
this Firm's representation of STU Corp. in the Northern District
action might raise an apparent conflict with our representation
of XYZ Corp. in the Central District action in that Firm would be
representing XYZ Corp. in one action and representing a client
adverse to XYZ Corp. in another.
   This letter will confirm our conversation of __[date]__, in
which you advised that XYZ Corp. waives the conflict described
above, and has no objection to Firm's representation of STU Corp.
in the Northern District action. Please sign the duplicate
original of this letter in the place indicated below and return
it in the enclosed stamped, addressed envelope. Thank you for
your courtesy and cooperation in this matter.

Very truly yours,

__[Typed name of attorney]__
Agreed and Accepted:

__[Typed name of officer]__
Date: _ _ _ _ _ _


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Legal Forms : Set Two