Attachment 3_Potential COI and Acknowledgements.pdf

ATTACHMENT 3

CERTAIN OBLIGATIONS REGARDING POTENTIAL CONFLICTS OF INTEREST

Pursuant to the IDIQ Task Order dated Month, Day 20XX (the “Contract”), by and between X (the “Firm”) and the U.S. International Development Finance Corporation (“DFC”), the Firm has agreed to represent DFC in connection with DFC – Private Equity Funds Investments as further described in the Contract (the “Current DFC Matter”).

A. Annexes. In connection with the Current DFC Matter, the Firm confirms to DFC that:

(1) attached hereto as Annex A are the names of the individual attorneys and paraprofessionals who will constitute the team handling the Current DFC Matter (such team, the “DFC Team” and each member of such team, an “DFC Team Member”), and the attorney who will have primary responsibility for the Current DFC Matter (the “Team Leader”));

(2) attached hereto as Annex B are acknowledgements of the obligations set forth herein (the “Conflicts Obligations”), executed by each DFC Team Member as of the date of the Contract;

and

(3) attached hereto as Annex C is a fair summary of each matter in which the Firm, as of the date of the Contract, represents any party to any matter in which DFC is involved (any matter in which DFC is involved, an “DFC Matter”), including any party to the Current DFC Matter.

B. Obligations. In connection with the Current DFC Matter, the Firm agrees that:

(1) During the course of the Firm’s representation of DFC in the current DFC Matter, no DFC

Team Member shall, without DFC’s prior written consent, represent: (i) in any DFC Matter, any party other than DFC, or (ii) in any matter, any party to the Current DFC Matter other than DFC. Notwithstanding the preceding sentence, DFC Team Members may represent an export credit agency or a multilateral development institution (a “Permissible Party”) in any matter other than an DFC Matter upon prior notice to, and consultation with, the DFC project attorney assigned to the Current DFC Matter (the “Project Attorney”).

(2) No DFC Team Member shall discuss or otherwise communicate any information regarding the Current DFC Matter that could be considered sensitive or confidential with any attorney or paraprofessional of the Firm, unless such individual is an DFC Team Member, or DFC has specifically consented to such communication. If there is any ambiguity or doubt as to whether any such information is sensitive or confidential, the Team Leader shall discuss such issue with the Project Attorney, who shall make the final determination.

(3) No DFC Team Member shall discuss or otherwise communicate any information whatsoever regarding the Current DFC Matter with any attorney or paraprofessional of the Firm who is representing, in any other DFC Matter, any party other than DFC.

(4) The Firm shall implement appropriate internal procedures to limit access to all files relating to the Current DFC Matter, whether on hard copy, computer drives or disks, microfiche or otherwise, to DFC Team Members.

(5) Each attorney and paraprofessional involved in the Current DFC Matter shall be deemed an DFC Team Member except: (i) attorneys who are consulted by DFC Team Members with respect to discrete matters that are neither sensitive nor confidential, provided that such attorneys are provided with only the information needed to render the requested advice; and

(ii) paraprofessionals who assist solely with ministerial matters in connection with the Current DFC Matter. If there is any ambiguity or doubt as to whether any matter is sensitive or confidential, the Team Leader will discuss the issue with the Project Attorney, who shall make the final determination.

(6) Without limitation on the relevant provisions of the Contract, no attorney or paraprofessional shall be added to the DFC Team unless such individual has been informed of these Conflicts Obligations and any procedures adopted by the Firm to facilitate compliance herewith, and has agreed to abide by these Conflicts Obligations by delivery to DFC of an executed acknowledgement substantially in the form of Exhibit 1 hereto.

(7) During the course of the Firm’s representation of DFC in the Current DFC Matter, and subject to other provisions hereof, the Firm shall not, without prior notice to and consultation with the Project Attorney, represent: (i) in any DFC Matter, any party other than DFC, or (ii) in any matter that is not an DFC Matter, any party to the Current DFC Matter other than a Permissible Party.

(8) Upon completion of the Firm’s representation of DFC in the Current DFC Matter, the Firm shall give notice to DFC specifying the date of completion, which date, when such notice is accepted and countersigned by DFC, shall constitute the date of completion of such representation.

(9) These Conflicts Obligations do not reduce or modify any of the professional or ethical obligations applicable to the Firm or any of its attorneys or paraprofessionals.

A. Notices. All notices to DFC hereunder shall be sent by email or facsimile transmission (provided the original copy is sent promptly thereafter by first class mail), courier or overnight mail to the Project Attorney at the following address:

U.S. International Development Finance Corporation 1100 York Avenue, NW Washington, DC 20527 Fax (202) 408-0297

ACKNOWLEDGED AND AGREED BY THE FIRM AS OF THE DATE OF THE CONTRACT:

__________________________________ (the Firm)

By: ____________________________

Name: ____________________________

Title: ____________________________

Annex A

NAMES OF DFC TEAM MEMBERS, INCLUDING TEAM LEADER

Labor Category Name

Key Personnel

Partner(s):

Team Leader:

Other Personnel

ANNEX B

ACKNOWLEDGEMENTS

The undersigned, a member of the team representing the U.S. International Development Finance Corporation (DFC) in connection with the DFC Pay Procurement – Small Transaction Support hereby acknowledges receipt of a copy of the Certain Obligations Regarding Potential Conflicts of Interest, incorporated by reference into the Contract between DFC and X and agrees to abide by the provisions applicable to an “DFC Team Member” as defined therein.

By: __________________________________

Name: __________________________________

Title: __________________________________

Date: ________________

Annex C

DISCLOSURE OF FIRM’S POTENTIAL CONFLICTS OF INTEREST

If a potential conflict of interest exists, the Firm must supply a disclosure of such.