# Appendix C: Defending the assertion

What to hand your lawyer when a demand arrives. The engagement documents that create the predicate are in Appendix B; this appendix is what you file once someone asks for the material.

These templates are not legal advice. They are starting points. Adapt to the facts of your matter, the rules of your jurisdiction, and the standards of your court. Have your counsel review before filing. Editable versions at **kovel.io/book/forms**.

## Directing attorney declaration

> I, [Attorney Name], declare as follows.
>
> 1. I am an attorney licensed to practice law in the State of [state], Bar No. [number]. I make this declaration based on personal knowledge.
>
> 2. On [date], I entered into an attorney-client relationship with [Client] by means of an engagement letter, a true and correct copy of which is attached. The scope of the engagement includes general civil advisory and AI-directed research.
>
> 3. As part of my legal services to the Client, and in the exercise of my professional judgment, I directed the Client to use [named platform] for the purpose of conducting legal research and analysis related to the Client's matters. I understand and intend that the platform functions as my agent for this purpose, within the principles articulated in *United States v. Kovel*, 296 F.2d 918 (2d Cir. 1961).
>
> 4. The Client's interactions with the platform were undertaken at my direction and within the scope of my representation of the Client.
>
> 5. I have reviewed the platform's infrastructure attestation, including its contractual zero-retention and no-training terms, and I am satisfied that the platform operates in a confidentiality-preserving manner consistent with my obligations to the Client.
>
> 6. The communications at issue are privileged and constitute work product.
>
> I declare under penalty of perjury under the laws of [the State of / the United States of America] that the foregoing is true and correct.

## Motion to quash skeleton

> **Motion to Quash Subpoena and for Protective Order**
>
> I. Introduction. Pursuant to [Fed. R. Civ. P. 45(d)(3) / applicable state rule], [Movant] respectfully moves to quash the subpoena served by [subpoenaing party] on [recipient] on [date], on the grounds that it seeks production of materials protected by the attorney-client privilege and the work-product doctrine, and is overbroad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.
>
> II. Factual background. On [date], [Movant] entered into an attorney-client relationship with [directing attorney], Esq. of the State of [state], Bar No. [number], as evidenced by the engagement letter attached as Exhibit A. The engagement contemplates, and expressly directs, Movant's use of the [named platform] AI research platform as a tool for legal research and analysis. See *United States v. Kovel*, 296 F.2d 918 (2d Cir. 1961). The platform retains contemporaneous records of the engagement, of counsel's direction, and of each session undertaken in reliance on that direction, and encrypts stored content at rest under per-matter keys. Contemporaneous documentation of the engagement, the attorney direction, and the platform's operation is attached as Exhibit B (the Chain of Privilege).
>
> III. Argument. The materials sought are privileged and protected. *First*, communications between Movant and the platform were made at the express direction of Movant's counsel, within the attorney-client relationship, for the purpose of obtaining legal advice. Under the doctrine of *United States v. Kovel* and its progeny, an agent retained by or directed by counsel falls within the privilege. The platform, as directed, functions as such an agent. *Second*, the materials constitute opinion work product under [Fed. R. Civ. P. 26(b)(3) / applicable state rule], reflecting Movant's and counsel's mental impressions, conclusions, legal theories, and strategies developed in anticipation of litigation. *Hickman v. Taylor*, 329 U.S. 495 (1947). *Third*, the request is overbroad: it seeks the entirety of a confidential research record without regard to relevance or proportionality. See Fed. R. Civ. P. 26(b)(1).
>
> IV. Conclusion. For the foregoing reasons, [Movant] respectfully requests that this Court quash the subpoena and enter a protective order barring the subpoenaing party from further discovery of the materials at issue.

## Privilege log format

Log AI conversations at the conversation level, not the message level. A message-level log for a research corpus is unusable and invites a motion to compel on burden grounds alone.

The last three columns are the ones that matter. Most privilege logs assert a conclusion; these state the facts that support it, which is what a court reviewing a Kovel assertion is going to ask for anyway. Volunteering them is cheaper than being ordered to produce them.

| Field | Content |
| --- | --- |
| Log No. | Sequential identifier |
| Conversation ID | Native identifier from the platform export |
| Date range | First and last message timestamps |
| Custodian | Account holder |
| Platform | Named AI platform |
| Message count | Number of exchanges |
| Subject matter | General description, without revealing privileged content |
| Matter | Matter title or identifier within the engagement |
| Privilege asserted | AC privilege / work product / both |
| Directing attorney | Name, bar number, state |
| Engagement date | Date the attorney-client relationship was formed |
| Direction date | Date of the writing establishing direction |

A sample entry:

> **0014** | conv_8f3a2b91 | 2026-03-04 to 2026-03-11 | J. Okonkwo | Kovel | 47 messages | Analysis of indemnification exposure under the Series B purchase agreement | Matter 3, Investor Dispute | AC privilege and work product | M. Reyes, Bar No. 284119, NY | 2026-01-15 | 2026-01-15

## Response letter to a subpoenaing party

Sent by the custodian or by counsel on receipt of process, before any production.

> [Date]
>
> **Re: [Matter] — Response and objection to subpoena dated [date]**
>
> Dear [Counsel]:
>
> This responds to the subpoena served [date] seeking [description].
>
> **1. Objection on privilege grounds.** The materials sought consist of communications made at the express written direction of [Client]'s counsel, [attorney name], Bar No. [number], for the purpose of obtaining legal advice, and constitute attorney-client privileged communications and attorney work product. Under *United States v. Kovel*, 296 F.2d 918 (2d Cir. 1961), an agent engaged or directed by counsel to assist in the rendering of legal advice falls within the privilege. See also Fed. R. Civ. P. 26(b)(3); *Hickman v. Taylor*, 329 U.S. 495 (1947).
>
> **2. Factual predicate.** Enclosed are (a) the engagement letter dated [date] establishing the attorney-client relationship and expressly directing the use of the platform; (b) the direction memorandum dated [date]; (c) the Chain of Privilege documenting the engagement, matters, system prompts, and access records; and (d) the infrastructure attestation describing the platform's retention, training, and encryption terms.
>
> **3. Objection on scope.** The subpoena seeks the entirety of a confidential research record without limitation as to subject matter, custodian, or time, and is not proportional to the needs of the case. See Fed. R. Civ. P. 26(b)(1), 45(d).
>
> **4. No production pending resolution.** No responsive material will be produced while privilege is asserted and unresolved. We are available to meet and confer, and will produce a privilege log at the conversation level within [14] days.
>
> **5. Notice.** [Client] and the directing attorney have been notified of this process as required.
>
> Very truly yours,
>
> [Counsel]