Outside Counsel Guidelines Review and Development Template Engagement

Outside Counsel Guidelines Review and Development Template

Engagement Management Best Practices Category Best Practice Engagement of Outside Counsel The Legal Department is involved in all decisions related to the selection and retention of Outside Counsel. Spirit of Collaboration Company values the contributions of both its inside and Outside Counsel, and seeks to ensure a collaborative relationship that will provide Company with the highest quality legal services in the most cost effective manner possible. Best practice is to emphasize the collaborative nature of the relationship between Inside and Outside Counsel. Relationship Manager Each Outside Counsel firm has a designated Company Relationship Manager , who is responsible for managing and coordinating services across all Company matters and resolving any problems between the firm and Company. Communication with Managing Attorney The internal attorney identified as the managing attorney must be kept advised of all significant developments and consulted regarding all important decisions concerning representation Conflicts of Interest Conduct a comprehensive conflict of interest search for any representation adverse to Company or any of its subsidiaries or affiliates and inform Company of its result as soon as it is completed Current State Recommendation / Current Policy 2

Engagement Management Best Practices Category Best Practice Attorney – Client Privilege / Confidentiality Outside Counsel must meet the highest level of professional conduct, and comply with all applicable ethical requirements. Your firm must hold all information, documentation and communication relating to Company matters in the strictest confidence. Media Policy Any media or press inquiries relating to Company or its business partners, including the company’s relationship with Outside Counsel should be directed to Company immediately. Outside Counsel should not make statements to the media without securing advance approval from the Company lead inside counsel. Work Product & Data Privacy Should articulate that work product belongs to Company, should be maintained until Company authorizes other action, and all information/documentation relating to Company should be held in strict confidence. Diversity Company is deeply committed to diversity, both internally and in its Outside Counsel hiring practices. Company expects the law firms which represent Company to maintain a working environment that respects individual rights and dignity. Company expects that such law firms will not discriminate on the basis of race, color, sex, religion, age, disability, national origin, veteran status, military status, sexual orientation, gender identity or any other characteristic protected by law. Current State Recommendation / Current Policy 3

Engagement Management Best Practices Category Best Practice Termination In Company’s sole discretion, the lead attorney may terminate the engagement of the Outside Counsel at any time, in accordance with any applicable laws of the relevant jurisdiction. Performance Evaluations Should meet with Company at least annually to conduct formal reviews of Outside Counsel’s services, resources, and performance to ensure that there is a mutually beneficial relationship Current State Recommendation / Current Policy Engagement Letter Provide an engagement letter to Outside Counsel detailing the relationship, matter number and any matter specific terms. Communication Electronic communication (email) is the preferred method of communication as it helps reduce costs. Documents A copy of all material documents prepared by Outside Counsel should be submitted to Company, in electronic format whenever practicable. 4

Engagement Management Best Practices Category Best Practice Security Electronic communications between Outside Counsel and Company personnel containing privileged, proprietary, or other confidential information should be encrypted or otherwise protected in accordance with Company information security requirements. Final Documents Final versions of all substantive work product produced on Company’s behalf, are the property of Company and are to be submitted to the Company lead inside counsel Current State Recommendation / Current Policy 5

Early Case Assessment and Budgeting Best Practices Category Best Practice Strategy Development Inside and Outside Counsel should develop a Strategic Plan for the matter collaboratively. Early Case Assessment ECA should be required for all matters meeting pre-defined criteria (e. g. , all litigation matters or matters meeting certain risk profile) Matter Level Budgeting Matter budgets should be required for all matters meeting pre-defined criteria, established in collaboration with firms Budgeting Level of Detail Litigation matters should be budgeted using UTBMS phase / task codes Timely Budget Submission Invoices will not be paid until budget is submitted and approved Budget Tracking Invoices that exceed the approved total fees or expense budgets will not be paid without prior approval of overage Rate Increases Current State Recommendation / Current Policy Rates should remain constant for the life of a matter; any rate increases should require 60 days notice and prior approval 6

Staffing Best Practices Category Best Practice Timekeeper Approvals Matter-specific staffing should be set at the outset of a matter with requirements that staffing cannot change without prior approval Timekeeper Rotation & Turnover Avoid rotating attorneys on and off matters or utilizing a large number of timekeepers to perform a small amount of hours to discourage inefficiencies Multiple Timekeepers Outside Counsel typically should not send more than the appropriate number of attorneys, usually one, to meetings, court appearances and depositions Leveraging Should not utilize over-qualified individuals to perform work that could be leveraged to more junior attorneys or paralegals, e. g. , Associates performing paralegal work, Partners performing Associate work Current State Recommendation / Current Policy 7

Chargeable Time Best Practices Category Best Practice Maximum Hours Limits should be set on maximum hours billable/day (from 8 -12 hrs/day) Overtime No overtime should be billed unless approved Research Fees Time spent conducting specific research requires Company approval if over a defined threshold; time spent conducting general or background research is usually not covered Travel Time Company should pay for transit time only when spent working on Company matters Internal Conferences Time should not be submitted or approved for conferences involving multiple partners New Timekeeper Onboarding Firm should not bill for timekeepers “ramping up” on Company work Administrative Work No charges should be accepted for internal clerical work or administrative work, regardless of who performs the work Faxes Current State Recommendation / Current Policy Faxing considered part of overhead, not paid unless special circumstances warrant 8

Expense Reimbursements Best Practices Category Best Practice Copies considered part of overhead, not paid unless special circumstances Online Research No charges paid for online research access fees Local Travel/Meals Local travel and meal expenses should not be reimbursed Long Distance Travel Should set limits on seat class, etc. for airline travel 3 rd Party/Pass-Thru Current State Recommendation / Current Policy Prior approval should be required for hiring local counsel/third party providers Couriers Guidelines should define terms of use of couriers “Other” Disallow use of “Other” expense code without detailed description and receipt 9

Invoice Compliance Best Practices Category Best Practice UTBMS Codes All expenses and litigation matters should be submitted with UTBMS codes Electronic Invoicing All invoices should be electronic Timeliness Invoices should be submitted monthly within 30 days of the end of the calendar month, fees incurred in a month should be submitted in a single invoice, and invoices should not include fees more than 90 days old Time Increments Firms should bill their time in 1/10 th of an hour increments Single Matter Current State Recommendation / Current Policy One matter per invoice should be allowed Markups Prohibit mark-ups on reimbursable expenses Block Billing Timekeepers are not allowed to block bill their work. Each entry should be separated to allow for appropriate validation against billing guidelines and ability to roll aggregate unique tasks for reporting 10