# Appendix B: Engagement letters and the direction memo

These are the documents that create the predicate. Without them, nothing else in this book works, because privilege is a factual claim and these are the facts.

They are starting points, not legal advice. Adapt them to your jurisdiction, your fee structure, and the facts of the engagement, and have counsel review before use. Nothing here creates an attorney-client relationship with the author or with Kovel.

Editable versions of every document in this appendix are at **kovel.io/book/forms**.

## B.1 Master engagement letter, AI-directed research

For a general advisory engagement contemplating directed AI research across the client's matters.

> **[FIRM LETTERHEAD]**
>
> [Date]
>
> [Client name and address]
>
> **Re: Engagement for legal advisory services, including attorney-directed AI research**
>
> Dear [Client]:
>
> Thank you for engaging [Firm] to represent you. This letter sets out the terms of our engagement.
>
> **1. Scope of representation.** [Firm] will provide general legal advisory, research, and analytical services in connection with your business and personal legal matters as they arise, including without limitation [describe: commercial, employment, regulatory, transactional]. This engagement does not include representation in litigation or before any tribunal unless and until we agree in writing to a separate engagement for that matter.
>
> **2. Attorney-directed AI research.** As part of the legal services provided under this engagement, and in the exercise of my professional judgment regarding the most effective means of rendering legal advice to you, I direct you to use [named AI platform] (the "Platform") as a tool for legal research, factual organization, and analysis in connection with matters within the scope of this engagement.
>
> This direction is given for the following reasons. Legal analysis frequently requires the organization of facts, the development of chronologies, the identification of issues, and the exploration of alternatives, in volumes and at hours that make it impractical for you to conduct that work solely in conference with counsel. The Platform performs that function under my direction and reports its work product into this engagement.
>
> **3. The Platform as agent of counsel.** You and I intend, and this engagement provides, that the Platform functions as my agent for purposes of the attorney-client privilege as articulated in *United States v. Kovel*, 296 F.2d 918 (2d Cir. 1961), and its progeny. Your communications with the Platform, when undertaken at my direction and reasonably related to obtaining legal advice within the scope of this engagement, are intended to be confidential communications within the attorney-client privilege, and the materials generated are intended to constitute work product under Federal Rule of Civil Procedure 26(b)(3) and analogous state provisions.
>
> The Platform is directed to assist me in understanding your circumstances and in rendering legal advice to you. It is not engaged to provide you with independent professional advice, and you should not treat its output as legal advice. Legal advice in this engagement comes from me.
>
> **4. Channel discipline.** For the protections in paragraph 3 to operate, your legal-adjacent analytical work must occur within the Platform and not in consumer AI products, which are outside this engagement and outside the privilege. You agree to conduct such work within the Platform. You further agree not to input into any consumer AI product information you have received from me in confidence.
>
> **5. Confidentiality infrastructure.** I have reviewed the Platform's infrastructure attestations. The Platform operates under contractual terms providing that inputs and outputs are not used to train models, are not retained beyond the active session except as you affirmatively save them, are encrypted in transit and at rest, and are not voluntarily disclosed to third parties absent valid legal process. Should the Platform receive legal process concerning your materials, it is obligated to notify you and me within [48] hours where permitted by law.
>
> **6. Documentation.** The Platform maintains a contemporaneous record of this engagement, my direction, the matters within scope, and the technical attestations described above (the "Chain of Privilege"). That record is available to you and to me on demand and is intended to establish the factual predicate for any assertion of privilege.
>
> **7. Your obligations.** You agree to (a) conduct legal-adjacent AI work within the Platform; (b) inform me promptly of any legal process, claim, or investigation; (c) preserve, and not delete, prior AI conversations concerning any matter that is or may become the subject of a dispute; and (d) advise me of prior AI use relating to matters within this engagement.
>
> **8. Fees.** [Fee terms.]
>
> **9. Termination.** Either of us may terminate this engagement on written notice. The privilege attaching to communications made during the engagement survives its termination.
>
> Please sign below to confirm your agreement.
>
> Very truly yours,
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  
> [Attorney], [Firm]  
> Bar No. [number], State of [state]
>
> Agreed and accepted:
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  Date: \_\_\_\_\_\_\_\_  
> [Client]

## B.2 Addendum to an existing engagement

For the far more common case: the representation exists, the client has been using AI, and you are bringing it inside.

> **Addendum to Engagement Letter dated [date]**
>
> [Firm] and [Client] agree to amend the engagement letter dated [date] by adding the following.
>
> **AI-directed research.** As part of the legal services under this engagement, and in the exercise of counsel's professional judgment as to the effective rendering of legal advice, Attorney directs Client to use [named Platform] for legal research, factual organization, and analysis within the scope of this engagement. The parties intend that the Platform functions as Attorney's agent within the meaning of *United States v. Kovel*, 296 F.2d 918 (2d Cir. 1961), that Client's communications with the Platform at Attorney's direction are within the attorney-client privilege, and that materials generated are work product under Fed. R. Civ. P. 26(b)(3) and analogous provisions.
>
> Client agrees to conduct legal-adjacent analytical work relating to this engagement within the Platform and not in consumer AI products, and not to input into any consumer AI product information received from Attorney in confidence.
>
> **Preservation.** Client is instructed to preserve, and not to delete, all prior AI conversations relating to any matter that is or may become the subject of a dispute, including conversations in consumer products predating this addendum.
>
> **Effective date.** This addendum is effective [date] and does not purport to apply retroactively to communications predating it.
>
> All other terms of the engagement letter remain in effect.
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  
> [Attorney]                [Client]  
> Date: \_\_\_\_\_\_\_\_          Date: \_\_\_\_\_\_\_\_

The final sentence is deliberate. Do not claim retroactive coverage. A document that overreaches on this point invites a challenge to the whole arrangement, and the honest version is stronger.

## B.3 The direction memo

The document that answers "when were you directed?" with a date. Send it separately from the engagement letter so it stands on its own as an exhibit.

> **PRIVILEGED AND CONFIDENTIAL**  
> **ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT**
>
> **To:** [Client]  
> **From:** [Attorney], [Firm]  
> **Date:** [Date]  
> **Re:** Direction to use [Platform] for legal research and analysis
>
> In connection with my representation of you under the engagement letter dated [date], and in the exercise of my professional judgment about how best to render legal advice, I direct you to use [Platform] for legal research, factual organization, chronology development, and analysis relating to the matters within that engagement.
>
> The Platform acts as my agent for this purpose. Your work within it is undertaken at my direction, in furtherance of my provision of legal advice to you, and is intended to be protected by the attorney-client privilege and the work-product doctrine. I will review that work as part of my advisory services.
>
> This direction is effective as of the date of this memorandum. It covers [all matters within the engagement / the following matters: ___]. It does not extend to your use of consumer AI products, which remains outside the privilege. Please conduct legal-adjacent analytical work within the Platform.
>
> Do not delete prior AI conversations. If you have used other AI tools on these matters, tell me, and do not delete that history.
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  
> [Attorney], Bar No. [number]

## B.4 Client instruction sheet

One page. Hand it to the client. It is the operational translation of B.3, and it exists because a client who does not understand the rule will not follow it.

> **Using AI on your legal matters: what to do**
>
> **Use the directed channel.** Anything touching your legal matters goes in [Platform]. This is the channel your attorney has directed you to use, and it is what keeps the conversation privileged.
>
> **Do not use consumer AI for legal thinking.** ChatGPT, Claude, Gemini, Copilot, Perplexity, and any similar consumer product are outside the privilege. A federal court held in 2026 that those conversations are discoverable even when the user has a lawyer.
>
> **Never paste what your lawyer told you into a consumer AI tool.** This is the mistake that loses privilege you already had. It is worse than the original problem.
>
> **Do not delete anything.** Not old chats, not new ones, not the ones you regret. Deletion is recorded, it is discoverable, and it converts a manageable problem into sanctions. If you are worried about something you typed, tell your attorney. Do not tidy it up.
>
> **Tell your attorney about prior AI use.** Roughly what, roughly when, roughly which tools. Not to be judged. So it can be handled.
>
> **Say so immediately** if you receive a subpoena, demand letter, preservation notice, or any contact from an investigator or regulator.
>
> Questions go to [Attorney], [phone], [email].

## B.5 Specialist addendum

Where a matter needs state-specific or subject-specific counsel, and the directing attorney of record changes for that matter.

> **Specialist Engagement Addendum — Matter: [title]**
>
> [Specialist Attorney], licensed in the State of [state], Bar No. [number], is engaged by [Client] as counsel for the matter identified above.
>
> For that matter, Specialist Attorney assumes the role of directing attorney with respect to Client's use of [Platform], with the same intent and effect described in the master engagement letter dated [date]: the Platform acts as Specialist Attorney's agent within the meaning of *United States v. Kovel*, and Client's Platform communications concerning this matter are undertaken at Specialist Attorney's direction for the purpose of obtaining legal advice.
>
> The scope of this addendum is limited to the matter identified above. [Directing attorney under the master engagement] remains directing attorney for all other matters.
>
> Effective [date].
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_  
> [Specialist Attorney]      [Client]