Legal Attorney Notes

LEGAL ATTORNEY NOTES

This Attorney Notes Memorandum is made and entered into as of Effective Date: , by and between Attorney Name: , Attorney Firm: , with principal office at , and Client Name: , with address .

RECITALS

WHEREAS, Attorney has provided legal advice and services to Client in connection with the matter identified as Matter Number: ; and

WHEREAS, Attorney has prepared memoranda, notes, interview summaries, correspondence, electronic records and other work product (collectively, the "Notes") recording observations, legal analysis, strategy and factual information pertinent to the representation; and

WHEREAS, the parties desire to confirm the status, handling, confidentiality and ownership of the Notes and to set forth procedures for access, retention and limited disclosure.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Memorandum, the following definitions apply: "Notes" means all written, electronic or recorded materials prepared by Attorney or Attorney's agents in connection with the representation, including but not limited to internal memoranda, time entries that reveal strategy, interview summaries, mental impressions, and legal research. "Privileged Information" means information protected by the attorney-client privilege or as attorney work product under applicable law. "Authorized Recipient" means any person or entity expressly authorized in writing by Client and Attorney to receive specified Notes.

2. PURPOSE AND CONTENTS OF NOTES

Attorney's Notes shall be maintained to memorialize client conferences, factual investigation, legal analysis, strategy recommendations and actions taken on Client's behalf. Attorney's Notes may include privileged attorney mental impressions, litigation strategy and other materials prepared in anticipation of litigation.

3. ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT

The parties acknowledge that the Notes constitute attorney work product and, to the extent applicable, attorney-client privileged communications prepared for the purpose of providing legal advice to Client. Neither party shall intentionally waive privilege or disclose the Notes except as permitted in this Memorandum or as required by applicable law.

Attorney asserts privilege and work product protection over the Notes and shall take reasonable steps to mark or segregate Notes that contain privileged matter. Client acknowledges and agrees that disclosure of privileged information to third parties may result in loss of privilege.

Privileged attorney-client communications asserted     Work product asserted

4. OWNERSHIP AND USE

Subject to the attorney-client privilege and work product doctrine, Attorney retains custody and control of drafts, internal notes and materials prepared by Attorney. Client does not acquire ownership of Attorney's internal mental impressions or work product except as required by law. Client is entitled to copies of factual documentation and non-privileged correspondence upon written request.

5. ACCESS, DISTRIBUTION AND RECORD KEEPING

Access to the Notes shall be limited to Attorney personnel and Authorized Recipients. Any disclosure of Notes to third parties must be documented in the Distribution Log below and approved in writing by both Attorney and Client, except where disclosure is compelled by court order or statute.

6. RETENTION AND DESTRUCTION

Attorney shall retain the Notes in accordance with Attorney's document retention policy, subject to the terms of this Memorandum, applicable law and Client's reasonable instructions. Client may request secure destruction of specified Notes; such requests shall be effective only when memorialized in writing and to the extent not in conflict with legal hold obligations.

7. AMENDMENT OF NOTES

Client may identify perceived inaccuracies in factual portions of the Notes and request amendment. Any amendment to Notes shall be documented in writing, signed by both Attorney and Client, and attached to the original Notes as an addendum. Attorney retains discretion to not amend mental impressions or privileged analysis.

8. CONFLICTS; WAIVER

Nothing in this Memorandum shall operate to waive any conflict of interest that would otherwise preclude Attorney from representing Client. Client acknowledges that consent to limited disclosure of Notes does not constitute a general waiver of privilege as to other matters.

9. NOTICES

Any notice or request required or permitted under this Memorandum shall be in writing and delivered to the addresses below. Notices shall be effective upon receipt.

10. GOVERNING LAW

This Memorandum shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

11. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Memorandum constitutes the entire agreement between the parties with respect to the handling, confidentiality and ownership of the Notes and supersedes all prior oral or written agreements on that subject. If any provision of this Memorandum is determined to be invalid or unenforceable, the remainder of the Memorandum shall remain in full force and effect. This Memorandum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. ACKNOWLEDGMENT

By signing below, each party certifies that they have read this Memorandum, understand its terms, and have the authority to bind the party on whose behalf they sign. The parties acknowledge that the Notes described herein are intended to be maintained in accordance with the protections afforded by law where applicable.

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