This form letter is used by our firm to place an accountant (or other non-attorney) under the attorney-client privilege. Without such an agreement, communication between the client and the accountant would not be protected from discovery by the IRS because there is no accountant-client privilege under federal law. It is called a "Kovel Letter" because it is based on the case of United States v. Kovel, 296 F.2d 918 (2nd Cir. 1961). Practitioners, however, should review the recent case of United States v. Adlman, 68 F.3d 1495 (2nd Cir. 1995) for limitations on the "Kovel" doctrine. The letter can be used for both civil and criminal matters.
[NAME OF ACCOUNTANT]
[ADDRESS OF ACCOUNTANT]
RE: [NAME OF CLIENT]
DEAR [NAME OF ACCOUNTANT]
This letter will confirm the agreement between me and you with respect to your performance of confidential services for me with regard to the above named clients. All references to me include all members, partners, associates, employees, agents, and other representatives of my firm. All references to you include all members, partners, associates, employees, agents, and other representatives of your firm . All references to the client includes all members, partners, associates, employees, agents, and other representatives of the above named clients.
I have been retained by the above-named clients to provide legal services to the above-named client for the captioned matter. You have been retained by the above named clients to work under my direction and report directly to me. Your work includes services of a character and quality that are related to my services to the client as an attorney in rendering legal advice to the clients. Pursuant to our agreement, all communications between you and the client or you and me, shall be confidential, and shall be made solely for the purpose of assisting me in my representation of the above named clients.
You agree not to disclose to anyone, without my written permission, the existence, nature, or content of any oral or written communications related in any manner to the subject matter of my representation of the client. You agree not to disclose to anyone any information you gain from the inspection of any record or document submitted to you, including information obtained from records or documents coming into your possession, during the performance of your services under this agreement. You will not acknowledge the existence of, or permit inspection of, any such papers or documents without written permission from me in advance.
All work papers, records, or other documents, regardless of their nature and the source from which they emanate, shall be held by you solely for my convenience and subject to my unqualified right to instruct you with respect to possession and control. Any work papers prepared by you or anyone working with or under you or on your behalf will belong to my law firm.
Under this agreement, you will immediately notify me of any of the following events:
1. The exhibit or surrender of any documents or records prepared by or submitted to you or someone under your direction in a manner not expressly authorized by my law firm;
2. A request by anyone to examine, inspect, or copy such documents or records:
3. Any attempt to serve, or the actual service of, any court order, judicial or administrative subpoena, or judicial or administrative summons upon you that requires a production of any such documents or records.
You will immediately return all documents, records, and work papers to me at my request. You agree that documents, records, and work papers include all material regardless of the form or medium on which it is kept, including all forms of electronic media.
You understand that you have not been retained to render advice of any nature directly to the client with respect to any matters related to my representation of, and my providing legal services to, the client. You agree to keep accurate and complete records of all work performed by you within the scope of this agreement. You agree to bill the client for such work separate and apart from any billing for services performed for the client that are outside of the scope of this agreement.
Please indicate your acceptance of the terms of this agreement by signing the enclosed copy of this letter and returning it to me. Thank you for your prompt attention to this matter.
[NAME OF ATTORNEY]
I agree to the above terms ________________________
[NAME OF ACCOUNTANT]