# Analysis Patterns

## Pattern: A current client's counterparty becomes a prospect

Scenario: a vendor the user negotiated against on behalf of a current client later approaches the firm directly (e.g., for privacy or AI governance work).

Framing: this is RPC 1.7 — the existing client is a CURRENT client. Matter-level closure of the old review does NOT convert that client to a former client, and does not free the analysis.

Two-prong material limitation, cuts both directions:
1. **Duties to the existing client limiting the new work** — the user holds that client's confidential playbook positions, risk tolerances, and pressure points on the prospect's exact paper. Anything touching the prospect's customer-facing terms (EULA, DPA, AI/training-data provisions) means shaping the instrument the user negotiated against, informed by another client's confidences. Using a current client's confidential information to its disadvantage is independently prohibited.
2. **Duties to the prospect limiting existing-client work** — the signed contract between them lives on (renewals, amendments, disputes). Taking the prospect pre-commits declining future work for the existing client on that vendor.

Decision tree:
- Internal-only governance work, no touch on customer paper → waivable; weigh whether the consent conversation is worth it (engagement size vs. relationship capital).
- Work touches the prospect's EULA/DPA/AI terms → too close to what was done adverse; decline or carve that scope out entirely.
- Any live negotiation, renewal, or dispute between the two foreseeable → decline.

Consent mechanics if pursued: informed consent CONFIRMED IN WRITING from BOTH clients, plus the user's reasonable belief of competent and diligent representation for each. Note the practical cost: the consent conversation itself discloses the engagement to the existing client.

Practice-economics overlay (advisory, not rules): even a cleanly waived conflict trades relationship capital for one-off revenue. A waiver conversation, a permanent vendor carve-out, and solo-practitioner information-screen discipline are three ongoing burdens. Price or decline accordingly.

## Pattern: Subcontract end-client check

Where a law firm is the client of record, conflicts still run through the END CLIENT:
- Sweep the end client AND its counterparties on the specific matter.
- End clients accumulate in the Parties Index with a firm tag in the notes — a new end client adverse to a prior end client on a substantially related matter is a real 1.9 hit even though both arrived through firm subcontracts.
- Get end-client names BEFORE the matter starts; "TBD" in the register is a gap, not a pass.

## Pattern: Corporate-family hit

A hit on a parent or affiliate is not automatically a hit on the client. Whether the family member counts as "the client" depends on the engagement letter's definition and operational reality (shared legal department, shared confidential information). If the EL is silent and the adversity is real, the cheap move is confirming scope with the client contact before proceeding. Fact-specific — hotline-worthy at the margin.

## Pattern: 1.18 prospect hit

A hit in the Prospects Log means confidential information may have been received without an engagement forming. Disqualification only if the new matter is substantially related AND adverse AND the information could be significantly harmful. Most hits resolve to "note and proceed"; the ones that don't are usually same-deal situations.

## Pattern: Fixed-fee package or productized sale

A small flat-fee engagement is a full engagement for conflicts purposes. Run the same check — the low fee is not a reason to skip the sweep, and volume-driven package sales are exactly where an unlogged check tends to happen.