RPC RULE 5.7
             RESPONSIBILITIES REGARDING LAW-RELATED SERVICES


  (a) A lawyer shall be subject to the Rules of Professional Conduct with
respect to the provision of law-related services, as defined in
paragraph (b), if the law-related services are provided:

      (1)  by  the lawyer in circumstances that are not distinct  from  the
lawyer's provision of legal services to clients; or

      (2)  in  other  circumstances by an entity controlled by  the  lawyer
individually or with others if the lawyer fails to take reasonable measures
to  assure that a person obtaining the law-related services knows that  the
services  are  not legal services and that the protections of  the  client-
lawyer relationship do not exist.

  (b) The term "law-related services" denotes services that might
reasonably be performed in conjunction with and in substance are related to
the provision of legal services, and that are not prohibited as
unauthorized practice of law when provided by a nonlawyer.

Comment

  [1] When a lawyer performs law-related services or controls an
organization that does so, there exists the potential for ethical problems.
Principal among these is the possibility that the person for whom the law-
related services are performed fails to understand that the services may
not carry with them the protections normally afforded as part of the client-
lawyer relationship. The recipient of the law-related services may expect,
for example, that the protection of client confidences, prohibitions
against representation of persons with conflicting interests, and
obligations of a lawyer to maintain professional independence apply to the
provision of law-related services when that may not be the case.

  [2] Rule 5.7 applies to the provision of law-related services by a lawyer
even when the lawyer does not provide any legal services to the person for
whom the law-related services are performed and whether the law-related
services are performed through a law firm or a separate entity. The Rule
identifies the circumstances in which all of the Rules of Professional
Conduct apply to the provision of law-related services. Even when those
circumstances do not exist, however, the conduct of a lawyer involved in
the provision of law-related services is subject to those Rules that apply
generally to lawyer conduct, regardless of whether the conduct involves the
provision of legal services. See, e.g., Rule 8.4.

  [3] When law-related services are provided by a lawyer under
circumstances that are not distinct from the lawyer's provision of legal
services to clients, the lawyer in providing the law-related services must
adhere to the requirements of the Rules of Professional Conduct as provided
in paragraph (a)(1). Even when the law-related and legal services are
provided in circumstances that are distinct from each other, for example
through separate entities or different support staff within the law firm,
the Rules of Professional Conduct apply to the lawyer as provided in
paragraph (a)(2) unless the lawyer takes reasonable measures to assure that
the recipient of the law-related services knows that the services are not
legal services and that the protections of the client-lawyer relationship
do not apply.

  [4] Law-related services also may be provided through an entity that is
distinct from that through which the lawyer provides legal services. If the
lawyer individually or with others has control of such an entity's
operations, the Rule requires the lawyer to take reasonable measures to
assure that each person using the services of the entity knows that the
services provided by the entity are not legal services and that the Rules
of Professional Conduct that relate to the client-lawyer relationship do
not apply. A lawyer's control of an entity extends to the ability to direct
its operation. Whether a lawyer has such control will depend upon the
circumstances of the particular case.

  [5] When a client-lawyer relationship exists with a person who is
referred by a lawyer to a separate law-related service entity controlled by
the lawyer, individually or with others, the lawyer must comply with Rule 1.8(a).

  [6] In taking the reasonable measures referred to in paragraph (a)(2) to
assure that a person using law-related services understands the practical
effect or significance of the inapplicability of the Rules of Professional
Conduct, the lawyer should communicate to the person receiving the law-
related services, in a manner sufficient to assure that the person
understands the significance of the fact, that the relationship of the
person to the business entity will not be a client-lawyer relationship. The
communication should be made before entering into an agreement for
provision of or providing law-related services, and preferably should be in writing.

  [7] The burden is upon the lawyer to show that the lawyer has taken
reasonable measures under the circumstances to communicate the desired
understanding. For instance, a sophisticated user of law-related services,
such as a publicly held corporation, may require a lesser explanation than
someone unaccustomed to making distinctions between legal services and law-
related services, such as an individual seeking tax advice from a lawyer-
accountant or investigative services in connection with a lawsuit.

  [8] Regardless of the sophistication of potential recipients of law-
related services, a lawyer should take special care to keep separate the
provision of law-related and legal services in order to minimize the risk
that the recipient will assume that the law-related services are legal
services. The risk of such confusion is especially acute when the lawyer
renders both types of services with respect to the same matter. Under some
circumstances the legal and law-related services may be so closely entwined
that they cannot be distinguished from each other, and the requirement of
disclosure and consultation imposed by paragraph (a)(2) of the Rule cannot
be met. In such a case a lawyer will be responsible for assuring that both
the lawyer's conduct and, to the extent required by Rule 5.3, that of
nonlawyer employees in the distinct entity that the lawyer controls
complies in all respects with the Rules of Professional Conduct.

  [9] A broad range of economic and other interests of clients may be
served by lawyers' engaging in the delivery of law-related services.
Examples of law-related services include providing title insurance,
financial planning, accounting, trust services, real estate counseling,
legislative lobbying, economic analysis, social work, psychological
counseling, tax preparation, and patent, medical or environmental
consulting.

  [10] When a lawyer is obliged to accord the recipients of such services
the protections of those Rules that apply to the client-lawyer
relationship, the lawyer must take special care to heed the proscriptions
of the Rules addressing conflict of interest (Rules 1.7 through 1.11,
especially Rules 1.7(a)(2) and 1.8(a), (b) and (f)), and to scrupulously
adhere to the requirements of Rule 1.6 relating to disclosure of
confidential information. The promotion of the law-related services must
also in all respects comply with Rules 7.1 through 7.3, dealing with
advertising and solicitation. In that regard, lawyers should take special
care to identify the obligations that may be imposed as a result of a
jurisdiction's decisional law.

  [11] When the full protections of all of the Rules of Professional
Conduct do not apply to the provision of law-related services, principles
of law external to the Rules, for example, the law of principal and agent,
govern the legal duties owed to those receiving the services. Those other
legal principles may establish a different degree of protection for the
recipient with respect to confidentiality of information, conflicts of
interest and permissible business relationships with clients.
See also Rule 8.4 (Misconduct).


[Adopted effective September 1, 2006.]