(a) A person who consults with a lawyer about the possibility of forming a client-lawyer
relationship with respect to a matter is a potentialprospective client.
(b) Even when no lawyer-client relationship ensues, a lawyer who has learned information from a
potentialprospective client shall not use or reveal that information, except as Rule 1.9 would
permit with respect to information of a former client.
(c) A lawyer subject to paragraph (b) shall not represent a client with interests materially adverse
to those of a potentialprospective client in the same or a substantially related matter if the lawyer
received information from the potentialprospective client that could be significantly harmful to
that person in the matter, except as provided in paragraph (d). If a lawyer is disqualified from
representation under this paragraph, no lawyer in a firm with which that lawyer is associated may
knowingly undertake or continue representation in such a matter, except as provided in
(d) When the lawyer has received significantly harmful information, representation is permissible
(1) both the affected client and the potentialprospective client have given consent; or
(2) the lawyer who received the information took reasonable measures to avoid exposure to
more significantly harmful information than was reasonably necessary to determine whether to
represent the potentialprospective client and notice is promptly given to the potentialprospective
Definition of PotentialProspective Client
 PotentialProspective clients, like clients, may disclose information to a lawyer, place
documents or other property in the lawyer's custody, or rely on the lawyer's advice. A lawyer's
consultations with a potentialprospective client usually are limited in time and depth and leave
both the potentialprospective client and the lawyer free (and sometimes required) to proceed no
further. Hence, potentialprospective clients should receive some but not all of the protection
[2 A person becomes a potentialprospective client by consulting with a lawyer about the
possibility of forming a client-lawyer relationship with respect to a matter. Whether
communications, including written, oral, or electronic communications, constitute a consultation
depends on the circumstances. For example, a consultation is likely to have occurred if a lawyer,
either in person or through the lawyer’s advertising in any medium, specifically requests or
invites the submission of information about a potentialprospective representation without clear
and reasonably understandable warnings and cautionary statements that limit the lawyer’s
obligations, and a person provides information in response. See also Comment . In contrast, a
consultation does not occur if a person provides information to a lawyer in response to
advertising that merely describes the lawyer’s education, experience, areas of practice, and
contact information, or provides legal information of general interest. Such a person
communicates information unilaterally to a lawyer, without any reasonable expectation that the
lawyer is willing to discuss the possibility of forming a client-lawyer relationship, and is thus not
a "potentialprospective client". Moreover, a person who communicates with a lawyer for the purpose of disqualifying the lawyer
is not a “potentialprospective client”.
 It is often necessary for a potentialprospective client to reveal information to the lawyer
during an initial consultation prior to the decision about formation of a client-lawyer relationship.
The lawyer often must learn such information to determine whether there is a conflict of interest
with an existing client and whether the matter is one that the lawyer is willing to undertake.
Paragraph (b) prohibits the lawyer from using or revealing information, except as permitted by
Rule 1.9, even if the client or lawyer decides not to proceed with the representation. The duty
exists regardless of how brief the initial conference may be. A lawyer is not prohibited from
revealing to an existing client that an opposing party has contacted the lawyer seeking
 In order to avoid acquiring significantly harmful information from a potential client, a lawyer
considering whether or not to undertake a new matter should limit the initial consultation to only
such information as reasonably appears necessary for that purpose. Where the information
indicates that a conflict of interest or other reason for non-representation exists, the lawyer
should so inform the potentialprospective client or decline the representation. If the potentialprospective client wishes to retain the lawyer, and if consent is allowed under Rule 1.7(c), then
consent from all affected present or former clients must be obtained before accepting the
 A lawyer may condition a consultation with a potentialprospective client on the person's
consent that no information disclosed during the consultation will prohibit the lawyer from
representing a different client in the matter. If the agreement expressly so provides, the potentialprospective client may also consent to the lawyer's subsequent use of information received from
the potentialprospective client.
 Even in the absence of an agreement, under paragraph (c), the lawyer is not prohibited from
representing a client with interests adverse to those of the potentialprospective client in the same
or a substantially related matter unless the lawyer has received from the potentialprospective
client information that could be significantly harmful if used in the matter.
 Under paragraph (c), the prohibition in this Rule is imputed to other lawyers as provided in
Rule 1.10, but, under paragraph (d)(1), imputation may be avoided if the lawyer obtains consent
from both the potentialprospective and affected clients. Obtaining the client's consent in writing
is the preferred practice. Lack of a writing may make it difficult to prove client consent if a
dispute arises later. In the alternative, imputation may be avoided if the conditions of paragraph
(d)(2) are met and notice is promptly given to the potentialprospective client.
 Notice, including a general description of the subject matter about which the lawyer was
consulted generally should be given as soon as practical.
 For the duty of competence of a lawyer who gives assistance on the merits of a matter to a
potentialprospective client, see Rule 1.1. For a lawyer's duties when a potentialprospective
client entrusts valuables or papers to the lawyer's care, see Rule 1.15.
Reference: Minutes of the Professional Conduct Subcommittee of the Attorney Standards
Committee on 11/08/85, 01/31/86 and 03/15/86; Minutes of the Joint Committee on Attorney
Standards Meetings of 09/15/95, 12/01/95, 06/11/96; 02/27/04; 04/16/04, 03/18/05, 06/14/05,
09/09/05,06/10/2014, 09/12/14, 02/26/16.