RECORD & FILE RETENTION POLICY

Revised September 2, 2026

I.               General

It is the policy of Clark Morris Law (the “Firm”) to maintain complete, accurate and high-quality records. Records are to be maintained for the period of their immediate use, unless longer retention is required for historical reference, contractual or legal requirements or for other purposes. Records that are no longer required or have satisfied their periods of retention will be destroyed pursuant to the retention period outlined below. For purposes of this Policy, a “record” or “document” is a memorialization of a decision, transaction or other matter that may reasonably be considered to relate to the business of the Firm or its respective attorneys, members, officers, directors, employees, and agents, regardless of its physical embodiment or the medium in which it is recorded and regardless of whether paper or electronic.

The Firm maintains a “paperless” office and shall maintain no originals of physical documents. To the extent paper copies are printed for use in Court or otherwise for the attorney’s benefit, the physical copies shall be securely destroyed and shredded after use. If original physical documents are transmitted to the Firm from an outside source, without an electronic duplicate, the physical documents shall be immediately scanned and stored electronically and the physical copies securely destroyed.

II.             Rules

All Firm attorneys, members, officers, directors, employees, and agents are required to follow these rules. In certain cases, the rules may also apply to contractors, vendors and other third parties conducting business with or on behalf of the Firm.

Upon request, paper or electronic documents required to be maintained under the terms of this retention policy that are not currently in the Firm’s possession will be transferred to and maintained by the Firm.

No documents will be destroyed or deleted if pertinent to any existing or anticipated government investigation, proceeding or litigation—whether criminal or civil or discovery of facts and circumstance reasonably likely to lead to litigation, or a government proceeding or investigation. In the event any Firm attorney, member, officer, director, employee, or agent becomes aware of a government investigation, proceeding or litigation to which the Firm may be a party or to which the Firm receives a subpoena as a witness, he or she shall immediately notify the President, who shall cause a formal “litigation hold” to be issued.

While this Policy is not intended to be a comprehensive litigation hold policy, it is the policy of the Firm to stop the routine destruction of records in the ordinary course of business if litigation or an investigation is underway or reasonably anticipated. This includes back-ups retained pursuant to any disaster-recovery or business-continuity plan the Firm may adopt. In such a scenario, the personnel responsible for the relevant records will be notified as soon as reasonably possible and instructed to not destroy, discard, remove or otherwise tamper with the records that are reasonably anticipated to be at issue.

Failure to adhere to the stipulations of a legal hold is a serious offense and may result in disciplinary action and, in certain circumstances, criminal prosecution. Only the issuer of the legal hold, in consultation with counsel, may modify or lift a legal hold.

III.           Firm File Maintenance

To facilitate the periodic review of documents and the consolidation of documents subject to this policy, from time to time but no less frequently than once per year after the adoption of this Policy, the President will designate periods for file review and clean-up. During such file maintenance periods, Firm personnel will work to ensure that all relevant documents are filed and retained pursuant to this policy and that superfluous and outdated documents are deleted or destroyed. To the extent any questions about the status of a document, the President shall make any required decisions in consultation with others as appropriate.

IV.           Terms of Retention for Firm Files

The following documents must be permanently retained:

• Governance Records: Including articles of incorporation, charter and amendments, bylaws, board minutes, IRS documents pertaining to tax exempt status

• Tax Records: Filed state and federal tax returns/report

• Intellectual Property records: Copyright and Trademark registrations applications, assignments, licenses, written agreements

• Financial Records: Audited financial statements

• Major Asset Records: Deeds, mortgages, property assessments and bills of sale

• Current contracts, leases and insurance (in effect)

• Records addressing any employee medical complaint

• Records required to determine retirement benefits

The following documents must be retained for 7 years:

• Accounts receivable records including invoices to customers

• Accounts payable records including invoices from vendors, expense reports

• Cancelled checks

• Bank statements

• “Back-up” and supporting documentation for tax returns

• “Back-up” and supporting documentation for audited financial statements

The following documents must be retained for 6 years:

• Employee benefits data: (but not less than 1 year following a plan termination) benefit information

The following documents must be retained for 5 years:

• Workers compensation/injury records from latest of date of injury or date of compensation last provided

The following documents must be retained for 4 years:

• Employee income tax records

• Contracts, leases and insurance policies after expiration

• Payroll records

The following documents must be retained for 3 years:

• Employee personnel files (3 years after termination of employment)

• Recruitment and hiring records

• FMLA records

V.             Closing Client Files

The lead lawyer assigned to the file prepares a closing letter including a final distribution and accounting of all trust account balances relating to the file, an inventory of all client property returned to the client with the letter, and notification that the client file is available for transfer and will be destroyed in four years.

All personal documents must be returned to the client and electronic copies maintained in the Firm’s file; these include:

• corporate documents;

• bank records;

• recorded deeds;

• accountants' audit reports;

• expense records;

• tax records and tax returns (including all related documents and worksheets);

• year-end financial statements and depreciation schedules;

• accounting journals;

• bills of sale (for important purchases);

• minute books, bylaws, and certificates of incorporation;

• capital stock and bond records dealing with capital structure;

• insurance policies and records;

• property records and property appraisals;

• copyright and trademark registrations;

• patents and all related documents and correspondence;

• major contracts and leases; and

• actuarial reports.

The lead lawyer reviews the file and removes all extraneous materials, including:

• Legal memoranda, briefs, pleadings, and other documents that can be reproduced from other sources.

• Draft documents otherwise preserved in final form unless the process of creating the final document might later be an issue. Marked-up copies are often useful in the event questions later arise.

• Notes and memoranda recording nonpublic information regarding a client or its adversary can be destroyed.

• Copies of published opinions and other available published material.

• Duplicate documents.

• Depositions may be culled particularly if electronic transcriptions are available.

• Extraneous material such as scratch pads, legal pads, and paper clips.

A schedule for destruction of the electronic file is prepared. The destruction date should take into consideration the following:[1]

• All matters: Withdrawal or discharge date, applicable statutes, whether the notice of claims period has expired, and other regulations.

• Litigation: Satisfaction of judgment or final dismissal of all claims and/or exhaustion or abandonment of all appellate options.

• Bankruptcy: Discharge, debtor payment of claim, or discharge of trustee or receiver.

• Divorce: Final judgment or dismissal or date upon which marital settlement agreement is no longer effective, except when minor child custody is involved, in which event the date of the last minor child's reaching majority.

• Probate claims and estate administration: Acceptance of final accounting.

• Tort claims: Final judgment or dismissal of action except when a minor is involved, in which event the date of such minor’s reaching majority.

All files shall be maintained in storage for a minimum of 4 years beyond the closing date of the file. Electronic files will be stored on a server with appropriate security to ensure there is no unauthorized access and with offsite backups in place. 

VI.           Destruction of Client Files

After a minimum of four years, files may be reviewed by an attorney for destruction. No file may be destroyed until it has been reviewed individually by an attorney, and it is determined that the file may be destroyed.

Any client property in the file must be returned to the client before destruction.

The reviewing attorney will exercise professional judgment in determining whether the file is suitable for destruction, erring on the side of retaining the file if the file may be needed in the future. Those reasons include, but are not limited to:

• The statute of limitation for malpractice claims has been tolled or has not yet run.

• The underlying case involved a minor who has not yet reached the age of majority.

• The file involved a troublesome client or outcome.

• The file involved an area of law or cause of action where either for substantive reasons or client relations reasons, information in the file may be needed in the future.

A permanent list or database of destroyed files must be kept.

[1] This is not an exhaustive list and does not encompass all considerations based on the type of matter.