A Standard Clause for inclusion in a stock purchase or private merger agreement, permitting the target company's counsel to represent the selling stockholders (and, if applicable, the stockholder representative) after the closing, including for defending against indemnification claims by the buyer. It also ensures that the selling stockholders (and, if applicable, the stockholder representative) retain the attorney-client privilege for all communications between the target company and its counsel during merger negotiations, rather than the privilege passing to the surviving company and the buyer. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.