Question: Say I want to use the Tome of Battle maneuver Moment of Perfect Mind, a maneuver that replaces my Will save with the equivalent Concentration Check. 

Out of combat, my warblade and an enemy wizard are negotiating over the price of ferrets. While we are talking he casts a quickened spell of Charm Person. 

I have Moment of Perfect Mind readied. Can I use the counter to save as an immediate action, or am I considered flat-footed?

Answer: 
**Yes**, regardless of whether or not you have been instructed to roll initiative you can use Moment of Perfect Mind, since its description specifies it can be used at any time (a case of specific beating general).

As per the description of Moment of Perfect Mind:

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> You can use this maneuver any time you would be required to make a Will save.
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Although it requires an immediate action, the rules text in this case specifies that that action can be taken even when one ordinarily couldn't as long as a condition is met (you are required to make a Will save).
There are two questions here. One is about a surprise round, and the other is about being flat-footed.

The Rules As Written say:

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> When a combat starts, if you are not aware of your opponents and they are aware of you, you’re surprised.
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In this scenario, you are arguing with a wizard and therefore are aware of the wizard. If the only participants in the scene are you and the wizard, it is not possible for you to be surprised.

Some DMs might rule that you can still be surprised if you are aware of the wizard but not aware that the wizard is a potential enemy, but that is a house rule. (The [link](https://rpg.stackexchange.com/questions/92944/is-it-possible-to-have-a-surprise-round-if-your-opponent-is-aware-of-you-but-un) provided by [KRyan's answer](https://rpg.stackexchange.com/a/115464/1658) has some more discussion of this.)

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Using *moment of perfect mind* is an immediate action, and the [rules for immediate actions](http://www.d20srd.org/srd/combat/actionsInCombat.htm#immediateActions) say:

> 
> You also cannot use an immediate action if you are flat-footed.
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So: if the wizard wants to spellcast at you, then the two of you roll initiative, and if the wizard beats your initiative then you cannot use this discipline.