Legal and Ethical Issues Surrounding the Use of Contract Attorneys Candice L. Reed Executive Director | Counsel On Call

1. Tennessee Bar Association August 27, 2008 Legal and Ethical Issues Surrounding the Use of Contract Attorneys Candice L. Reed Executive Director | Counsel On Call, Inc. counseloncall.com Counsel On Call

2. Contract attorneys are a rapidly growing part of the legal community. The National Law Journal found in 1998 that at several of the nation’s leading law firms, more than 10% of their total attorney population were contract attorneys. The Staffing Industry, a temporary employment trade publication, reports that legal contract staffing is outpacing any other type of temporary staffing nationally and is growing at a rate of more than 25% per year. Counsel On Call 2 Candice Reed | 8-27-08

3. Overview of CLE Presentation Conflicts of Interest Imputed Disqualification Confidentiality Client Participation and Disclosure Use of Placement Agency Billing Overseas Outsourcing Counsel On Call 3 Candice Reed | 8-27-08

4. What is a Contract Attorney? In 1988, the American Bar Association Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 88-356 and defined temporary lawyer as an attorney engaged by a firm, sole practitioner or corporate legal department for a limited period of time, either directly or through a lawyer placement agency. Counsel On Call 4 Candice Reed | 8-27-08

5. What is a Contract Attorney? (cont.) In 2000, the ABA further expanded upon its definition of temporary lawyer by using the term contract lawyer to mean “any lawyer retained by a lawyer or law firm who is not employed permanently for general assignment by the lawyer or law firm engaged by the client.” ABA Standing Committee on Ethics and Professional Responsibility, Formal Op. 00-420 (2000). Counsel On Call 5 Candice Reed | 8-27-08

6. What is a Contract Attorney? (cont.) A Contract Attorney is any lawyer on temporary assignment for or associated on a non-permanent basis with a lawyer, law firm or corporate legal department. Temporary nature of the assignment may be short- or long-term. Contract Attorney may be engaged to work on one or more specific matters. Contract Attorney may be employed directly by a law firm or assigned by an independent organization. In either case, the Contract Attorney functions as a part of the legal services delivery group and reports to a retaining lawyer. Counsel On Call 6 Candice Reed | 8-27-08

7. Who are Contract Attorneys? Contract Attorneys often are experienced attorneys who choose to practice law in a non-traditional way for a variety of reasons: Family Other professional endeavors or hobbies New to the area Desire to meet different people and work in different environments (or places) Want flexible hours on an interim basis Counsel On Call 7 Candice Reed | 8-27-08

8. Why and how do law firms and corporate legal departments use Contract Attorneys? Fluctuating caseloads When a permanent attorney is on leave Legal research and prepare memorandum, appellate brief, or other legal document (on-site or off-site) Discovery assistance (individuals or teams) A client that needs to be billed on a reduced-fee basis There is enough work to keep someone busy a few days a week (but not full-time) Need assistance until a permanent hire is made Someone with specialized expertise or experience Counsel On Call 8 Candice Reed | 8-27-08

9. Is it OK to use Contract Attorneys? The ABA has opined that there is nothing in the Model Rules of Professional Conduct (and its predecessor Model Code) that prohibits the use of Contract Attorneys, so long as the Contract Attorney and retaining law firm exercise appropriate care to: Avoid conflicts of interest Maintain confidentiality of client information Disclose to clients the arrangement between the Contract Attorney and law firm (when appropriate) Comply with other applicable provisions of the Rules ABA Standing Committee on Ethics and Professional Responsibility, Formal Op. 88-356 (1988). Counsel On Call 9 Candice Reed | 8-27-08

10. Conflicts of Interest The same conflict of interest rules that apply to attorneys in general also apply to Contract Attorneys. Generally stated, an attorney is ethically obligated to avoid conflicts of interest with respect to the attorney’s client. Counsel On Call 10 Candice Reed | 8-27-08

11. Rule 1.7 CONFLICT OF INTEREST: GENERAL RULE* (a) A lawyer shall not represent a client if the representation of that client will be directly adverse to another client, unless: (1) the lawyer reasonably believes the representation will not adversely affect the relationship with the other client; and (2) each client consents in writing after consultation. (b) A lawyer shall not represent a client if the representation of that client may be materially limited by the lawyer’s responsibilities to another client or to a third person, or by the lawyer’s own interests, unless: (1) the lawyer reasonably believes the representation will not be adversely affected; and (2) the client consents in writing after consultation. When representation of multiple clients in a single matter is undertaken, the consultation shall include explanation of the implications of the common representation and the advantages and risks involved. (c) A lawyer shall not represent more than one client in the same criminal case, unless (1) the lawyer demonstrates to the tribunal that good cause exists to believe that no conflict of interest prohibited under this Rule presently exists or is likely to exist; and (2) each client consents in writing after consultation concerning the implications of the common representation, along with the advantages and risks involved. Counsel On Call 11 Candice Reed | 8-27-08

12. Conflicts of Interest (cont.) Rule 1.7 governs a lawyer’s obligations to his or her current clients. Generally, Rule 1.7 prohibits a lawyer from representing a client if: The representation of that client will be directly adverse to another client or May be materially limited by the lawyer’s responsibilities to another client or to a third person or by the lawyer’s own interests, unless the lawyer reasonably believes that there will be no adverse effect and the client consents in writing after consultation. Counsel On Call 12 Candice Reed | 8-27-08

13. Rule 1.9 CONFLICT OF INTEREST: FORMER CLIENT* (a) A lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person’s interests are materially adverse to the interests of the former client, unless the former client consents in writing after consultation. (b) Unless the former client consents in writing after consultation, a lawyer shall not knowingly represent a person in the same or a substantially related matter in which a firm with which the lawyer formerly was associated had previously represented a client whose interests are materially adverse to that person and about whom the lawyer had acquired information protected by RPC 1.6 and 1.9(c) that is material to the matter. (c) Unless the former client consents after consultation, a lawyer who has formerly represented a client in a matter, or whose present or former firm has formerly represented a client in a matter, shall not thereafter: (1) use information relating to the representation to the disadvantage of the former client except as these Rules otherwise permit or require with respect to a client, or when the information has become generally known; or (2) reveal information relating to the representation of the former client except as these Rules otherwise permit or require with respect to a client. Counsel On Call 13 Candice Reed | 8-27-08

14. What do these Rules mean for Contract Attorneys? A Contract Attorney who works on a matter for the client of a retaining law firm with whom the Contract Attorney is temporarily associated “represents” that client for purposes of Rules 1.7 and 1.9. Thus, the Contract Attorney could not: Work simultaneously for clients of different firms if the representation of each client is directly adverse to the other (in the absence of consent) Nor could a Contract Attorney who worked on a matter for the client of one firm thereafter work for the client of another firm on the same or substantially related matter in which that client’s interests are materially adverse to the interests of the client of the first firm (in the absence of consent). Counsel On Call 14 Candice Reed | 8-27-08

15. What do the Rules mean for law firms using Contract Attorneys? Perhaps the biggest concern for law firms using Contract Attorneys is the question of imputed disqualification. In other words, when would the law firm be vicariously disqualified from representing a client due to a Contract Attorney’s conflicts of interest? Counsel On Call 15 Candice Reed | 8-27-08

16. Rule 1.10 IMPUTED DISQUALIFICATION: GENERAL RULE* (a) Except as permitted by paragraph (c), while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by RPC 1.7, 1.8(c), 1.9(a), 1.9(b), or 2.2. (b) When a lawyer has terminated an association with a firm, the firm is not prohibited from thereafter representing a person with interests materially adverse to those of a client represented by the formerly associated lawyer and not currently represented by the firm, unless: (1) the matter is the same or substantially related to that in which the formerly associated lawyer represented the client; and (2) any lawyer remaining in the firm has information protected by RPC 1.6 and 1.9(c) that is material to the matter. (c) Except with respect to paragraph (d) below, if a lawyer is personally disqualified from representing a person with interests adverse to a client of a law firm with which the lawyer was formerly associated, other lawyers currently associated in a firm with the personally disqualified lawyer may nonetheless represent the person if both the personally disqualified lawyer and the lawyers who will represent the person on behalf of the firm act reasonably to: Counsel On Call 16 Candice Reed | 8-27-08

17. Rule 1.10 IMPUTED DISQUALIFICATION: GENERAL RULE* (cont.) (c) Continued … (1) identify that the personally disqualified lawyer is prohibited from participating in the representation of the current client; and (2) determine that no lawyer representing the current client has acquired any information from the personally disqualified lawyer that is material to the current matter and is protected by RPC 1.9(c); and (3) promptly implement screening procedures to effectively prevent the flow of information about the matter between the personally disqualified lawyer and the other lawyers in the firm; and (4) advise the former client in writing of the circumstances that warranted the implementation of the screening procedures required by this Rule and of the actions that have been taken to comply with this Rule. (d) The procedures set forth in paragraph (c) may not be used to avoid imputed disqualification of the firm, if (1) the disqualified lawyer was substantially involved in the representation of a former client; and (2) the lawyer’s representation of the former client was in connection with an adjudicative proceeding that is directly adverse to the interests of a current client of the firm; and (3) the proceeding between the firm’s current client and the lawyer’s former client is still pending at the time the lawyer changes firms. (e) A disqualification prescribed by this Rule may be waived by the affected client or former client under the conditions stated in RPC 1.7. Counsel On Call 17 Candice Reed | 8-27-08

18. The Contract Attorney’s access to information is key in determining whether Rule 1.10 is applicable. The basic question under the Model Rules is under what circumstances a Contract Attorney should be treated as “associated in a firm” or “associated with a firm.” This question is answered by a functional analysis of the facts and circumstances involved. Under the Model Rules, the key factor in this analysis is access to information. Counsel On Call 18 Candice Reed | 8-27-08

19. Example A: Imputed Disqualification A Contract Attorney who works for a firm, in the firm office, on a number of matters for different clients, and under circumstances where the Contract Attorney is likely to have access to information relating to the representation of other firm clients, likely will be deemed to be “associated with” the firm generally under Rule 1.10 as to all other clients of the firm (unless the firm can prove otherwise). The applicability of Rule 1.10 in this situation would mean that any subsequent law firm retaining this Contract Attorney would be disqualified from any unconsented to representation materially adverse to a former client of the former firm of the Contract Attorney in the same or substantially related matter. Counsel On Call 19 Candice Reed | 8-27-08

20. Example B: No Imputed Disqualification A Contract Attorney works with a firm only on a single matter and has no access to information relating to the representation of other firm clients. This Contract Attorney is likely not to be deemed “associated with” the firm generally for purposes of application of Rule 1.10. The ABA explains that this is particularly true where the Contract Attorney has no ongoing relationship with the firm and does not regularly work in the firm’s office under circumstances likely to result in disclosure of information relating to the representation of other firm clients. Counsel On Call 20 Candice Reed | 8-27-08

21. Imputed Disqualification (cont.) “As the direct connection between the temporary lawyer and the work on matters involving conflicts of interest between clients of two firms becomes more remote, it becomes more appropriate not to apply Rule 1.10 to disqualify a firm from representation of its clients or to prohibit the employment of the temporary lawyer.” ABA Standing Committee on Ethics and Professional Responsibility, Formal Op. 88-356 (1988). Counsel On Call 21 Candice Reed | 8-27-08

22. What should firms do when using Contract Attorneys to minimize the risk of imputed disqualification? Conduct a conflict check prior to retaining each Contract Attorney Screen Contract Attorneys from all information relating to clients for which the Contract Attorneys do not work Maintain a complete and accurate record of all matters on which each Contract Attorney works Counsel On Call 22 Candice Reed | 8-27-08

23. What should Contract Attorneys do to avoid conflicts of interest? Make every effort to avoid exposure to information relating to clients on whose matters the Contract Attorney is not working Maintain a record of clients and matters worked on (a/k/a conflict log) Counsel On Call 23 Candice Reed | 8-27-08

24. Confidentiality of Information A Contract Attorney is obligated to protect a client’s confidential information Rule 1.6 generally prohibits any lawyer from revealing “information relating to the representation of a client” subject to limited exceptions Counsel On Call 24 Candice Reed | 8-27-08

25. Rule 1.6 CONFIDENTIALITY* (a) Except as provided below, a lawyer shall not reveal information relating to the representation of a client unless the client consents after consultation, except that the lawyer may make such disclosures as are impliedly authorized by the client in order for the lawyer to carry out the representation. [Amended by order filed April 29, 2003.] (b) A lawyer may reveal information relating to the representation of a client to the extent the lawyer reasonably believes disclosure is necessary: (1) to prevent the client or another person from committing a crime, including a crime that is reasonably certain to result in substantial injury to the financial interest or property of another, unless disclosure is prohibited or restricted by RPC 3.3; (2) to secure legal advice about the lawyer’s compliance with these Rules; or (3) to establish a claim or defense on behalf of the lawyer in a controversy between the lawyer and the client, to establish a defense to a criminal charge or civil claim against the lawyer based upon conduct in which the client was involved, or to respond to allegations in any proceeding concerning the lawyer’s representation of the client. (c) A lawyer shall reveal information relating to the representation of a client to the extent the lawyer reasonably believes disclosure is necessary: (1) to prevent reasonably certain death or substantial bodily harm; (2) to comply with an order of a tribunal requiring disclosure, but only if ordered to do so by the tribunal after the lawyer has asserted on behalf of the client all non-frivolous claims that the information sought by the tribunal is protected against disclosure by the attorney- client privilege or other applicable law; or (3) to comply with RPC 3.3, 4.1, or other law. Counsel On Call 25 Candice Reed | 8-27-08

26. Confidentiality of Information (cont.) Supervising lawyers with the retaining law firm or corporate legal department also have a separate duty to impose upon Contract Attorneys obligations of confidentiality identical to those requirements imposed upon firm associates or other employees. Counsel On Call 26 Candice Reed | 8-27-08

27. Rule 5.1 RESPONSIBILITIES OF A PARTNER, MANAGING LAWYER, OR SUPERVISORY LAWYER* (a) A partner in a law firm and a lawyer who individually or together with other lawyers possesses comparable managerial authority in a law firm shall make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurance that all lawyers in the firm conform to the Rules of Professional Conduct. (b) A lawyer having direct supervisory authority over another lawyer shall make reasonable efforts to ensure that the other lawyer conforms to the Rules of Professional Conduct. (c) A lawyer shall be responsible for another lawyer’s violation of the Rules of Professional Conduct if: (1) the lawyer orders or, with knowledge of the specific conduct, ratifies the conduct involved; or (2) the lawyer: (i) is a partner or has comparable managerial authority in the law firm in which the other lawyer practices, has direct supervisory authority over the other lawyer, is serving as co-counsel with the other lawyer in the matter, or is sharing fees from the matter with the other lawyer; and (ii) knows of the conduct at a time when its consequences can be avoided or mitigated, but fails to take reasonable remedial action. Counsel On Call 27 Candice Reed | 8-27-08

28. Disclosure to Client Must a retaining law firm disclose to its client that the firm has engaged a Contract Attorney to work on the client’s matter? The ABA advises that several Rules should be considered when answering this question: Rule 7.5(d), which prohibits lawyers from implying that they practice in a partnership or other organization when that is not the case Rule 1.2(a), requiring a lawyer to consult with the client as to the means by which the client’s objectives are to be pursued Rule 1.4, relating to client communications Rule 1.5(e), relating to division of a fee between lawyers Counsel On Call 28 Candice Reed | 8-27-08

29. After considering these Rules, the ABA concludes generally that: No Supervision = Disclosure Required Where the Contract Attorney is performing independent work for a client without close supervision of a lawyer associated with the retaining law firm, then the client must be advised of the fact that the Contract Attorney will work on the client’s matter and the client must consent. Supervision = No Disclosure Necessary However, where the Contract Attorney is working under the direct supervision of a firm lawyer, the firm generally will not be obligated to disclose its use of the Contract Attorney to the client … so long as the firm pays the Contract Attorney reasonable compensation and does not thereafter charge those payments to the client as a disbursement. Counsel On Call 29 Candice Reed | 8-27-08

30. Working With Placement Agencies Arrangements among agencies vary Usually the law firm contacts the agency, provides general information Nature of the matter on which it needs assistance Desired experience (level and practice area) of the Contract Attorney Agency then recommends a Contract Attorney to the firm based upon this criteria and usually provides an hourly rate for that attorney’s services. Contract Attorney’s hourly rate usually includes the compensation to be paid to the attorney, as well as the agency’s fee (either a fixed hourly rate or a percentage of the Contract Attorney’s compensation). The question arises whether this type of arrangement is prohibited by Rule 5.4, governing the professional independence of a lawyer. Counsel On Call 30 Candice Reed | 8-27-08

31. Rule 5.4 PROFESSIONAL INDEPENDENCE OF A LAWYER* (a) A lawyer or law firm shall not share legal fees with a nonlawyer, except that: (1) an agreement by a lawyer with the lawyer’s firm, partner, or associate may provide for the payment of money, over a reasonable period of time after the lawyer’s death, to the lawyer’s estate or to one or more specified persons; (2) a lawyer who purchases the practice of a deceased, disabled, or disappeared lawyer may, pursuant to the provisions of RPC 1.17, pay to the estate or other representative of that lawyer the agreed-upon purchase price; (3) a lawyer or law firm may include nonlawyer employees in a compensation or retirement plan, even though the plan is based in whole or in part on a profit-sharing arrangement; (4) a lawyer may share a court-awarded fee with a client represented in the matter for which the fee was awarded or with a non-profit organization that employed or retained the lawyer in the matter for which the fee was awarded; (5) a lawyer who is a full-time employee of a client may share a legal fee with the client to the extent necessary to reimburse the client for the actual cost to the client of permitting the lawyer to represent another client while continuing in the full-time employ of the client with whom the fee will be shared; and (6) a lawyer may pay to a registered non-profit intermediary organization a referral fee calculated by reference to a reasonable percentage of the fee paid to the lawyer by the client referred to the lawyer by the intermediary organization. (b) A lawyer shall not form a partnership with a nonlawyer if any of the activities of the partnership consist of the practice of law. (c) A lawyer shall not permit a person who recommends, employs, or pays the lawyer to render legal services for another to direct or regulate the lawyer’s professional judgment in rendering such legal services. (d) A lawyer shall not practice with or in the form of a professional corporation or professional limited liability company authorized to practice law for a profit, if a nonlawyer: (1) owns any interest therein, except that a fiduciary representative of the estate of a lawyer may hold the stock or ownership interest of the lawyer for a reasonable time during administration; or (2) is a member of the governing board or an officer thereof; or (3) has the right to direct or control the professional judgment of a lawyer. Counsel On Call 31 Candice Reed | 8-27-08

32. Working With Placement Agencies (cont.) In Formal Opinion 88-356, the ABA opines that “an arrangement whereby a law firm pays to a temporary lawyer compensation in a fixed dollar amount or at an hourly rate and pays a placement agency a fee based upon a percentage of the lawyer’s compensation, does not involve the sharing of legal fees by a lawyer with a nonlawyer in violation of Rule 5.4. The temporary lawyer is paid by the law firm for the services the lawyer performs under supervision of the firm for a client of the firm. The placement agency is compensated for locating, recruiting, screening and providing the temporary lawyer for the law firm.” Counsel On Call 32 Candice Reed | 8-27-08

33. Billing On November 29, 2000, the American Bar Association Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 00-420, addressing the question: Whether a retaining law firm may add a surcharge when billing a client for the cost of the legal services provided by a Contract Attorney. Counsel On Call 33 Candice Reed | 8-27-08

34. What is a Surcharge? “A surcharge is made when the retaining lawyer charges the client more for the services of the contract lawyer than the cost incurred by the retaining lawyer for obtaining those services, either directly or through the contract lawyer’s agency or employer; in other words, a surcharge is profit.” ABA Standing Committee on Ethics and Professional Responsibility, Formal Op. 00-420 (2000). Counsel On Call 34 Candice Reed | 8-27-08

35. Billing Options A Contract Attorney’s services may be billed to a firm client either: as fees for legal services as costs or expenses incurred by the retaining lawyer Counsel On Call 35 Candice Reed | 8-27-08

36. Billing Contract Attorney Services as Legal Services – Surcharge Permissible Supervision Required When a Contract Attorney’s services are billed to a firm client as legal services, there is a reasonable expectation that the retaining lawyer has supervised the work of the Contract Attorney (or adopted that work as his or her own). Overall Fee Must Be Reasonable A surcharge may be added so long as the resulting total fee billed to the client is reasonable. Rule 1.5(a) provides the overarching requirement that a lawyer’s fee shall be reasonable and sets forth a list of factors to be considered in determining the reasonableness of a fee. Counsel On Call 36 Candice Reed | 8-27-08

37. Rule 1.5(a) FEES* (a) A lawyer’s fee and charges for expenses shall be reasonable. The factors to be considered in determining the reasonableness of a fee include the following: (1) the time and labor required, the novelty and difficulty of the questions involved, and the skill requisite to perform the legal service properly; (2) the likelihood, if apparent to the client, that the acceptance of the particular employment will preclude other employment by the lawyer; (3) the fee customarily charged in the locality for similar legal services; (4) the amount involved and the results obtained; (5) the time limitations imposed by the client or by the circumstances; (6) the nature and length of the professional relationship with the client; (7) the experience, reputation, and ability of the lawyer or lawyers performing the services; (8) whether the fee is fixed or contingent; (9) prior advertisements or statements by the lawyer with respect to the fees the lawyer charges; and (10) whether the fee agreement is in writing. Counsel On Call 37 Candice Reed | 8-27-08

38. Billing Contract Attorney Services as an Expense – Surcharge Impermissible In ABA Formal Opinion 93-379, lawyers were advised to disclose to their clients the basis for any professional fee or expense charged to the client and given the following guidance: Fees for legal services should be inclusive of general office overhead It is improper to assess a surcharge on amounts paid to third persons by the lawyer (on behalf of his or her client) unless the lawyer incurs additional expenses beyond the actual cost of the disbursement item A lawyer must pass along to the client any discounted rate from a third-party vendor When billing clients for fees and costs in connection with legal services, a lawyer may not create an additional source of profit for his or her firm beyond that involved in the provision of professional services Counsel On Call 38 Candice Reed | 8-27-08

39. Billing Contract Attorney Services as an Expense – Surcharge Impermissible (cont.) The analysis of billing expenses and disbursements in Opinion 93-379 is made in the context of goods or services of non-lawyers: Expert Witnesses Court Stenographers Airfare Photocopying Services Messenger Services … and does not speak directly to Contract Attorneys. However, in Opinion 00-420, the ABA states that the principles are equally applicable to surcharges for legal services provided by Contract Attorneys when billed to the client as a cost or expense. Counsel On Call 39 Candice Reed | 8-27-08

40. Overseas Outsourcing Whether a law firm or corporate legal department may ethically outsource legal work to overseas attorneys is an unsettled area of the law and raises issues of: The unauthorized practice of law Confidential communications and privilege Counsel On Call 40 Candice Reed | 8-27-08

41. Overseas Outsourcing (cont.) Questions to consider: Is there adequate supervision by the law firm or corporate in-house counsel? Will the tasks to be completed by the overseas lawyer amount to the practice of law? Will the overseas lawyer have access to confidential information? Has the client consented to using oversea lawyers? (Is consent necessary?) Counsel On Call 41 Candice Reed | 8-27-08

42. Resources | References ABA Standing Comm. on Ethics and Professional Responsibility, Formal Op. 00-420 (2000). ABA Standing Comm. on Ethics and Professional Responsibility, Formal Op. 88-356 (1988). Alabama, Opinion 2007-03. Florida, Proposed Advisory Opinion 07-2 (2007) (discussing whether a law firm may ethically outsource legal work to overseas attorneys or paralegals). Georgia, Formal Advisory Opinion No. 05-9 (Apr. 13, 2006); Supreme Court Docket No. S06R0802 (replacing FAO No. 97-1). Texas, Ethics Opinion No. 577 (Mar. 2007). Joshua A. Bachrach, Offshore Legal Outsourcing and Risk Management: Proposing Prospective Limitation of Liability Agreements under Model Rule 1.8(h), 21 Geo. J. Legal Ethics 631 (2008). Emily Eichenhorn, Column, Managing Your Practice: Engaging Lawyers-For-Hire: Do Your Homework When Hiring Temporary Lawyers, 68 Or. St. B. Bull. 44 (2008). Peter J. Gardner, The Economics and Ethics of Hiring A Temporary Lawyer, 31 Ver. B. J. & L. Dig. 37 (2005). Pedro Ruz Gutierrez, Law Firm Files Suit to Bar Outsourcing of Client Data (May 27, 2008) http://www.law.com. Deborah Guyol, Ethics and the Contract Lawyer: How to Approach Ethics Issues in Contract Lawyer Relationships – and Solve Them, 57 Or. St. B. Bull. 15 (1997). Leigh Jones, Attempt to Relax Conflicts Rules Falls Short at ABA Annual Meeting (Aug. 13, 2008) http://www.law.com. Martha Neil, D.C. Area Law Firm Sues Over Outsourced Legal Work, Alleges Privilege Issue (May 23, 2008) http://www.abajournal.com. Lee A. Patterson, III, Outsourcing of Legal Services: A Brief Survey of the Practice and the Minimal Impact of Protectionist Legislation, 7 Rich. J. Global L. & Bus. 177 (2008). Counsel On Call 42 Candice Reed | 8-27-08

43. Rules of Professional Responsibility *The ethical standards relating to the practice of law and to the administration of law in the courts of the State of Tennessee are defined and documented in the Rules of the Supreme Court of the State of Tennessee Rule 8. The Rules quoted in this presentation were taken directly from the Board of Professional Responsibility’s website at http://www.tbpr.org/Attorneys/Rule8.aspx. Counsel On Call 43 Candice Reed | 8-27-08

44. Ms. Reed is the Executive Director of Counsel On Call’s Nashville office, where experienced attorneys work on flexible schedules and provide cost-effective, results-driven business solutions to the nation’s leading corporate legal departments and law firms. She received her J.D., with high honors, from The University of Tennessee College of Law and formerly practiced law with Miller & Martin PLLC. Candice Reed Executive Director | Nashville candice.reed@counseloncall.com www.counseloncall.com 615.467.2388 Counsel On Call 44