Rule 5.3. Responsibilities Regarding NonlawyerAssistance.

With respectto a nonlawyer employed or retained by or associatedwith a lawyer:

(a) apartner, and a lawyer who individually or together with other lawyers possessescomparable managerial authority in a law firm, shall make reasonable efforts toensure that the firm has in effect measures giving reasonable assurance thatthe person's conduct is compatible with the professional obligations of thelawyer;

(b) a lawyer having direct supervisory authority over the nonlawyer shall make reasonable efforts to ensure that theperson's conduct is compatible with the professional obligations of the lawyer;and

(c) a lawyer shall be responsible for conduct of such a personthat would be a violation of the Rules of Professional Conduct if engaged in bya lawyer if:

(c)(1) the lawyer orders or, with the knowledge of the specificconduct, ratifies the conduct involved; or

(c)(2) the lawyer is a partner or has comparable managerialauthority in the law firm in which the person is employed, or has directsupervisory authority over the person, and knows of the conduct at a time whenits consequences can be avoided or mitigated but fails to take reasonableremedial action.

Comment

[1] Paragraph(a) requires lawyers with managerial authority within a law firm to makereasonable efforts to ensure that the firm has in effect measures givingreasonable assurance that nonlawyers in the firm and nonlawyers outside the firm who work on firm matters act ina way compatible with the professional obligations of the lawyer. See Comment[6] to Rule 1.1 (retaining lawyers outside the firm) and Comment [1] to Rule 5.1(responsibilities with respect to lawyers within a firm). Paragraph (b) appliesto lawyers who have supervisory authority over such nonlawyerswithin or outside the firm. Paragraph (c) specifies the circumstances in whicha lawyer is responsible for the conduct of such nonlawyerswithin or outside the firm that would be a violation of the Rules ofProfessional Conduct if engaged in by a lawyer. The firm?s compliance withparagraph (a) resides with each partner or other lawyer in the firm withcomparable authority.

[1a] Utah?sComment [1] differs from the ABA Model Rule?s Comment [1]. The Model RuleComment suggests the possibility that a firm could be in violation of this Rulewithout an individual or group of individuals also being in violation. Utah?s Comment[1] makes clear that, even though the concept of firm discipline is possible, afirm should not be responsible in the absence of individual culpability for arule violation.

Nonlawyers Within the Firm

[2] Lawyersgenerally employ assistants in their practice, including secretaries,investigators, law student interns and paraprofessionals. Suchassistants, whether employees or independent contractors, act for the lawyer inrendition of the lawyer's professional services. A lawyer must give suchassistants appropriate instruction and supervision concerning the ethicalaspects of their employment, particularly regarding the obligation not todisclose information relating to representation of the client, and should beresponsible for their work product. The measures employed in supervising nonlawyers should take account of the fact that they do nothave legal training and are not subject to professional discipline.

Nonlawyers Outside the Firm

[3] A lawyermay use nonlawyers outside the firm to assist thelawyer in rendering legal services to the client. Examples include theretention of an investigative or paraprofessional service, hiring a documentmanagement company to create and maintain a database for complex litigation,sending client documents to a third party for printing or scanning, and usingan Internet-based service to store client information. When using such servicesoutside the firm, a lawyer must make reasonable efforts to ensure that theservices are provided in a manner that is compatible with the lawyer?sprofessional obligations. The extent of this obligation will depend upon thecircumstances, including the education, experience and reputation of the nonlawyer; the nature of the services involved; the termsof any arrangements concerning the protection of client information; and thelegal and ethical environments of the jurisdictions in which the services willbe performed, particularly with regard to confidentiality. See also Rules 1.1(competence), 1.2 (allocation of authority), 1.4 (communication with client),1.6 (confidentiality), 5.4(a)(professionalindependence of the lawyer), and 5.5(a)(unauthorized practice of law). Whenretaining or directing a nonlawyer outside the firm,a lawyer should communicate directions appropriate under the circumstances togive reasonable assurance that the nonlawyer'sconduct is compatible with the professional obligations of the lawyer.

[4] Where theclient directs the selection of a particular nonlawyerservice provider outside the firm, the lawyer ordinarily should agree with theclient concerning the allocation of responsibility for monitoring as betweenthe client and the lawyer. See Rule 1.2. When making such an allocation in amatter pending before a tribunal, lawyers and parties may have additionalobligations that are a matter of law beyond the scope of these Rules.