CONFIDENTIAL AND PROPRIETARY
ATTORNEY-CLIENT PRIVILEGED
[COMPANY] OUTSIDE COUNSEL GUIDELINES
I.
PREFACE
These [company] Outside Counsel Guidelines (the “Guidelines”) establish the expectations of [company]
and each of its subsidiaries (“[company]”) for outside counsel retained to represent any [company]
company. These Guidelines shall govern and form a part of any engagement of outside legal counsel by
[company], absent express agreement or instruction from [company] to the contrary. Each retained law
firm shall provide a copy of these Guidelines to all attorneys, paralegals, legal assistants and preparers of
invoices assigned to any [company] case before work begins.
[company]’s primary objectives for retained outside counsel are to provide a creative, efficient, quality
representation of [company]. Outside counsel fees and expenses should accurately reflect the cost of
the work necessary to provide the services for which counsel has been retained. Therefore, [company]
believes that the partnership developed through adherence to these Guidelines will assist in the
achievement of these objectives.
[company] reserves the right to review and audit all fees and expenses submitted by outside counsel.
This review includes the right to examine and to audit the corresponding legal file documentation. Fees
or expenses not submitted in compliance with these Guidelines will not be considered for payment.
Questions regarding these Guidelines should be directed to [company]’s Corporate Counsel.
II.
CASE STAFFING
Each retained law firm will designate an attorney to have primary responsibility for each case on which
legal services are requested (the “Designated Attorney”). Pursuant to these Guidelines, the Designated
Attorney will be an attorney on staff in the law firm who has the requisite level of expertise to
effectively manage the relationship with the in-house [company] attorney primarily responsible for the
matter (the “[company] Managing Attorney”). Depending upon the nature of the matter, the
Designated Attorney may be any level of attorney at the law firm, including but not limited to an
associate, senior associate, special counsel, of counsel, partner, or senior partner. However, the
assignment of multiple partners or senior associates on a matter should not occur without prior
approval by the [company] Managing Attorney.
The assignment of the Designated Attorney to a matter, along with the roles and responsibilities of any
other specifically identified relevant personnel of the law firm on such matter, including all rates of
compensation for each, should be agreed upon by the [company] Managing Attorney prior to any work
being performed on the matter. Furthermore, if a change of the Designated Attorney or other
designated personnel is required after work on the matter has begun, approval must be obtained from
the [company] Managing Attorney prior to any work being performed by such newly designated
personnel. Fees submitted for any personnel who were not previously identified and approved by the
[company] Managing Attorney will not be considered for payment. Any request for an increase in the
rate of compensation for the Designated Attorney or other designated personnel must be approved by
the [company] Managing Attorney.
CONFIDENTIAL AND PROPRIETARY
ATTORNEY-CLIENT PRIVILEGED
[COMPANY] OUTSIDE COUNSEL GUIDELINES
Consideration must be given to the balance between the efficiency a more experienced attorney at the
firm brings to a given task or matter, and the advantages of having the task or matter performed by a
more junior attorney or paralegal. Duplication of effort for billable activities is to be avoided.
III.
BILLING
A. BILLING PROCEDURES
1. Frequency of Billing
Unless otherwise agreed, bills will be submitted on a monthly basis, with the final bill being
processed immediately upon the conclusion of the matter.
2. Billing Format
a. All bills are required to be submitted to [company] electronically through the
Serengeti Tracker® application, which adheres to the LEDES 1998B standard.
Serengeti, a Thomson Reuters company, does not charge law firms for their use of
Tracker matter management. Firms that cannot generate standard LEDES data may
submit their non-LEDES bills to Serengeti, which will then be formatted
appropriately into the Tracker system.
b. Bills submitted in hardcopy format will not be considered unless an exception has
been granted in advance by [company].
c. Regardless of the format, the following information must be included in each billing
statement:
1. Heading. The bill heading must include: (a) the firm’s name, (b) the firm’s tax
identification number, and (c) the caption of the case.
2. Body. The bill must be prepared with daily entries showing: (a) the date the
work was performed, (b) the name or initials of the person providing the
service, (c) a description of the work performed (single activities), and (d) the
actual time in tenths of an hour (.10).
3. End of Bill Summary. The bill must include: (a) the full name of each
timekeeper, (b) the timekeeper category (i.e., partner, associate, paralegal), (c)
the hourly rate of each timekeeper, and (d) the total hours and total amount
charged for each timekeeper during the relevant billing period.
2
CONFIDENTIAL AND PROPRIETARY
ATTORNEY-CLIENT PRIVILEGED
[COMPANY] OUTSIDE COUNSEL GUIDELINES
B. CHARGES FOR SERVICES
1. Time Charges – Actual Time in One-Tenth Increments. All charges for services by
attorneys and paralegals must be itemized based upon their actual time in one-tenth
hour increments (.10).
2. Single Entry Timekeeping. The time for each activity will be separately stated.
Grouping multiple activities under a single time charge greater than one-tenth of an
hour (“block billing”) is not acceptable. However, multiple tasks that aggregate to less
than six minutes should be billed as a single entry.
3. Description of Services. Description of services must inform of the nature, purpose or
subject of the work performed, and the specific activity or project to which it relates.
4. In-Firm Conferences. Unless otherwise agreed, only the Designated Attorney’s time will
be billable for in-firm conferences with other designated personnel.
5. Multiple Attendees. Unless otherwise agreed, only one timekeeper will be reimbursed
for attending trial, court appearances, meetings, depositions, witness interviews,
inspections, and other functions. [company] does not expect to be billed for the
training and development of less experienced personnel.
6. Depositions. Outside counsel should consult with the [company] Managing Attorney
before initiating and attending any depositions in the matter.
7. Legal Research. Outside counsel should consult with the [company] Managing Attorney
before undertaking any legal research. Unless otherwise approved by [company], all
legal research should be performed by associates or paralegals. In conducting legal
research, the law firm is expected to utilize all appropriate resources reasonably
available, including previously prepared briefs and memoranda. Copies of all research
memoranda should be provided to [company] if the work to prepare such memoranda
was included in the billing statement. Similarly, no charges for such services will be
approved and paid unless the corresponding memoranda are submitted to [company].
8. Motions. Outside counsel should consult with the [company] Managing Attorney
before undertaking any motions, no matter the perceived significance.
9. Revising Standardized Forms/Pleadings. Only the actual time spent in personalizing
standardized pleadings, documents, or discovery responses should be billed, rather than
the time originally spent drafting such standard language.
3
CONFIDENTIAL AND PROPRIETARY
ATTORNEY-CLIENT PRIVILEGED
[COMPANY] OUTSIDE COUNSEL GUIDELINES
10. Clerical, Secretarial or Administrative Activities. Clerical, secretarial or administrative
work is not billable to [company]. Examples include, but are not limited to, receipt and
distribution of mail, new file set up, maintenance of office and attorney calendars,
transcription, copying, posting, faxing, emailing, service of documents, court docket
searches, inserting documents into and retrieving documents from the file, maintaining
order in the file, date stamping documents, tabbing sub-files, routine document
management, Bates labeling, routine scheduling and routine document filing with the
court.
11. Travel Time. The actual time spent for travel to an activity related to a matter will be
reimbursed so long as the time billed is not also billed to another file. However, in any
event, total travel time that is reasonably anticipated to exceed one (1) hour for a
particular activity must receive prior approval from the [company] Managing Attorney,
or else only the first hour will be considered for payment.
12. Deposition Transcript Summary. Deposition transcript summaries should not be
prepared without prior approval of the [company] Managing Attorney.
13. [company] Research. Any necessary information concerning any [company] company
should be requested from the [company] Managing Attorney. [company] will not
compensate for outside research concerning such information without prior approval
of the [company] Managing Attorney.
14. Audit Letters. Preparation of routine letters in response to requests for audit
information is considered an adjunct to the provision of legal services for [company]
and is not compensable.
C. INTERNAL EXPENSES
Unless otherwise agreed by the [company] Managing Attorney, [company] will not
reimburse outside counsel for internal expenses, including but not limited to expenses
related to photocopying, printing, postage, telephone calls, messenger/courier services,
computer assisted research, and overtime. It is expected that the rates of compensation
agreed to between outside counsel and [company] for the Designated Attorney and any
other designated personnel will account for any such internal expenses.
4
CONFIDENTIAL AND PROPRIETARY
ATTORNEY-CLIENT PRIVILEGED
[COMPANY] OUTSIDE COUNSEL GUIDELINES
D. EXTERNAL AND OTHER EXPENSES
1. Travel Expenses.
(a) Local Travel. Travel within a fifty (50) mile radius (100 miles round trip) of the
firm’s office is considered local travel and is not reimbursable, unless otherwise
agreed upon by the [company] Managing Attorney.
(b) Long Distance Travel. Prior approval is required from the [company] Managing
Attorney for any travel that is not considered Local Travel, as set forth in section
D(1)(a) above.
(c) Automobile Travel. [company] will not reimburse outside counsel for any
automobile travel.
(d) Air Travel. While engaged in approved Long Distance Travel, in accordance with
section D(1)(b) above, if air travel is required, only economy or coach airfare rates
will be reimbursed. Air travel arrangements should be made as early as possible to
avoid unnecessary cost. Travel agent fees are considered firm overhead.
(e) Meal Expenses. While engaged in approved Long Distance Travel, in
accordance with section D(1)(b) above, outside counsel’s meal expenses will be
reimbursed at reasonable rates.
(f) Ground Transportation. While engaged in approved Long Distance Travel, in
accordance with section D(1)(b) above, all necessary modes of ground
transportation will be reimbursed at reasonable rates.
2. Third Party Vendors. No third party vendor may be engaged by outside counsel for
services on an [company] matter unless the Designated Attorney obtains the prior
approval of the [company] Managing Attorney. The Designated Attorney must include
in a proposal for any such third party vendor: (a) a copy of the vendor agreement; (b) a
list of the key personnel who would be providing services; (c) a description of the
services to be performed; and (d) any other information reasonably requested by the
[company] Managing Attorney. The [company] Managing Attorney will in consultation
with the Designated Attorney, determine whether such charges—after review and
approval by the Designated Attorney —should either (a) be paid by outside counsel
directly and then submitted for reimbursement by inclusion in outside counsel’s invoice
for services, or (b) be forwarded by the Designated Attorney separately to [company]
for payment by [company] directly to the third party vendor. Outside counsel will be
reimbursed for any approved outside vendor expenses it pays, provided outside counsel
5
CONFIDENTIAL AND PROPRIETARY
ATTORNEY-CLIENT PRIVILEGED
[COMPANY] OUTSIDE COUNSEL GUIDELINES
itemizes such expenses and includes the following to [company]: (a) the name of the
vendor, (b) the date incurred, and (c) a specific description of the expense. Back-up
documentation will be provided to [company] upon request.
3. Professional Services. Counsel will obtain approval from the [company] Managing
Attorney prior to incurring expenses for experts, consultants, investigators, temporary
attorneys, outside paralegals, or other professional services.
IV.
BILLING AND FILE REVIEW
[company] reserves the right to review all charges for services and expenses pertaining to any matter.
Outside counsel agrees to comply with all reasonable requests for information and documents made by
[company] including any member of [company]’s legal department. [company] fully reserves all rights
to decline to pay or to seek reductions and/or reimbursement with respect to charges that fail to comply
with the requirements set forth herein, and which are not fully explained or documented by outside
counsel after reasonable inquiry. The Guidelines may not be modified in any engagement agreement
between any [company] company and any outside counsel firm without the prior written approval of
[company]’s Corporate Counsel and/or [company]’s Chief Financial Officer.
6