EXAMPLES OF RETENTION

Transcription

1 SERENGETI E-BILLING, MATTER MANAGEMENT & LEGAL ANALYTICS EXAMPLES OF RETENTION AGREEMENT TERMS MONTHLY OR PERIODIC BILLS Invoices must be presented to Company on a monthly basis, to be paid at least quarterly. Company will not pay for billings reflecting time/work performed more than 90 days prior to the date the invoice is presented. Invoices should be prepared on a monthly basis using Company s electronic billing system (Serengeti) and must include the following items: (i) Company matter number, (ii) all timekeepers (lawyers and paralegals), (iii) billing rates, and (iv) costs incurred and authorized ancillary charges. In addition, each billable task must reference the date performed and appropriate UTBMS code. (A list of the approved codes for Litigation matters is posted in Serengeti.) Unless another billing formula is agreed to at the outset of the matter (e.g., fixed-sum matters), time is to be billed in 1/10th-hour increments. The maximum number of hours to be billed on any matter per day is 12. Company will not pay interest on past-due notices, and Company will not pay costs or time entries more than six months old. Invoices that do not comply with these guidelines will be rejected entirely or in part, which may require re-submission of the respective invoice. Outside counsel should send monthly bills unless a particular bill is less than $200, whereby outside counsel should accumulate charges (per matter) and bill accordingly when the $200 threshold is reached or at least annually. Generally, we will pay bills within 60 days of receipt of the invoice, but we will not agree to pay any late charges. With respect to a specific matter, Company will only be charged the rate(s) agreed upon by Company and the law firm at the outset of the matter, and Company will not pay for any increase above those rate(s) unless Company counsel agrees to that rate change, which shall only be effective from that time forward. Please do not automatically increase rates without speaking with Company counsel first. Company expects that invoices will be submitted on a monthly basis. Billing for activities or expenses that occurred more than three months prior to the invoice date will not be paid. BUDGET AND ASSOCIATED REPORTS Within 30 days following an engagement on a matter, we expect that you will provide us with an estimated budget. If the Company attorney fails to request a budget from you, it is still the Company s expectation that you will proactively provide one. Also, we expect that you will track fees and costs against the budget as the matter progresses and promptly communicate with us if you expect fees or costs to exceed the estimated budget. Budget preparation and management time may not be billed. Within 30 days of being assigned a new case, you shall create a case budget in Serengeti Tracker, Company s electronic case management system. The proposed budget should track the Litigation Plan and must be approved by Company. The case budget must be updated on a quarterly basis in accordance with Company s fiscal calendar (end of April, July, October and January). If outside counsel has reason to believe that a matter will generate legal fees and expenses in excess of $50,000, or if requested by the Company Attorney, outside counsel will prepare a budget for the Company Attorney s approval. The budget at a minimum will (a) set forth major assumptions, (b) conform to the matter strategy approved by the Company Attorney, (c) identify specific phases, and (d) estimate the cost of each phase. An updated budget should be prepared periodically, after the completion of each phase and not less than every 12 months. Outside counsel and the Company Attorney should review the budget quarterly. We recognize that actual costs may vary from budget as a result of circumstances beyond outside counsel s reasonable control. If it appears that a substantial change in the budgeted amount will be necessary as the work progresses, outside counsel must advise the Company as soon as such discovery is made by providing a revised budget and the reasons for the variation. Actual changes to any budget must be approved by the Company Attorney.

2 STAFFING AND RATES We expect outside counsel to staff each matter in a competent and efficient manner. Because we retain counsel experienced in the substantive legal issues involved, we do not pay for time spent learning the substantive law, local rules or background information relating to the court or form of action. We typically share active involvement with outside counsel throughout the entire course of an engagement. We seek to achieve an effective partnership with outside counsel to ensure the best results with maximum efficiency. Outside counsel must coordinate with the Company Attorney to maximize Company expertise and resources for appropriate allocation of work. To that end, the following policies will apply to staffing of all matters: 1. Outside counsel must have one partner serve as the principal contact with the Company. 2. In order to create a team with enhanced knowledge of our business, outside counsel must develop a list of attorneys who will work on our matters. We will only pay for attorneys who are on this approved list. Modifications to the approved list for additional specialties or lawyers must be approved in writing by the Company. 3. During an engagement, the same attorney or attorneys should handle the matter from beginning to end. We will not pay for reeducation (i) due to staff turnover or vacations, or (ii) on the basic business issues of the Company. 4. We hire specific lawyers, not law firms. While delegation is a good means of maximizing efficiency, when we retain an outside attorney for a matter, we expect that individual to be personally involved, and where delegation is appropriate, to select and supervise approved personnel. Any significant delegation must be approved in advance by the Company Attorney. Delegation is only permitted if it will increase efficiency. We will not pay to educate junior associates or summer associates. Additionally, we will not pay for one professional to redo the work of another, except where cost-effective use of junior-level personnel requires such review to ensure work product quality. 5. To ensure staffing levels are within expectations, outside counsel must discuss staffing plans for specific matters with the Company Attorney. Any changes to approved staffing must be approved by the Company Attorney in advance. 6. Unless previously approved by the Company, we will pay for the attendance of only one law firm member at any event (such as a deposition, witness interview, hearing, negotiation or client meeting). 7. Unless attended in person or telephonically by a Company Attorney, we will not pay for intra-office conferences, except for necessary team strategy meetings relating to significant legal events. 8. We will not pay for any legal research (including preparation of any accompanying memoranda) exceeding 10 hours in time (regardless of whether incurred in more than one day) unless (i) approved in advance by the Company Attorney, and (ii) deemed by the Company Attorney to be an especially complicated matter. 9. The appropriate use of paralegals is encouraged. However, we will pay only for activities requiring special expertise which does not include any clerical tasks. Any questions regarding the appropriate nature of paralegal services should be clarified in advance by outside counsel to avoid confusion and non-payment. 10. We will only pay for the substantive legal services of attorneys and paralegals. We will not pay for services of law clerks, librarians, file clerks, data entry clerks, secretaries/administrative assistants, word processors, messengers, etc. Contemporaneous with the setting of the budget, we expect you to provide us with your plans to staff the matter, including billing rates for each person. This plan should include the fewest number of attorneys, paralegals, etc. as practical, and we expect that you will adhere to the plan as the matter evolves (or advise us of proposed changes). If we somehow fail to request the plan, it is still the Company s expectation that you will proactively provide one. Company counsel should be consulted before staffing changes are made. Absent other instructions or prior approval, all activities (e.g., depositions or hearings) are to be attended by only one attorney from the firm. Only approved staff will be permitted to bill time on Company matters. Only approved attorneys and paralegals will be permitted to bill time on Company matters. Within five business days of receipt of Company s engagement letter you should provide the Company in-house attorney assigned to the matter a list of all attorneys and/or paralegals you believe may work on the matter, along with their billing rates. The Company attorney must be promptly notified of any staffing changes during the course of the matter. The law firm will bear all transition costs associated with any staffing additions or changes (e.g., costs incurred by a new attorney or paralegal to familiarize herself/himself on a matter). 2

3 BILLING RATES We expect to be charged the lowest hourly billing rate provided by outside counsel to its most valued clients. Consistent with our expectation of efficient staffing, we will not pay an hourly rate higher than that of the attorney to whom the matter is originally assigned, without prior approval. With respect to a specific matter, we will only pay the hourly rate(s) we agreed upon at the initial engagement. We will not pay for any increase to this hourly rate unless and until the Company Attorney agrees to the rate change going forward. Unless we agree to special arrangements for a particular matter only, outside counsel will extend any Company-applicable rate discounts or preferential billing arrangements to all Company matters. Hourly rates include all overhead expenses. We desire to explore fee arrangements other than hourly rates in staffing matters. Whenever so requested, outside counsel will propose alternative arrangements (such as flat fee for appropriate projects, fixed fee, not to exceed fee, a result-oriented approach) as soon as practical after such request. Upon the initial engagement of your firm, you must provide Company with a schedule of billing rates for all attorneys and paralegals expected to provide services in the matter for which you are retained ( Billing Schedule ). Company will only consider reasonable and customary billing rates for similar services provided by other counsel in the geographic location in which your firm is located. Company must approve the Billing Schedule for each timekeeper before such timekeeper performs any services on a Company matter. Company will pay the billing rates set and agreed at the outset of the engagement for the duration of the matter. Billing rates shall not change without Company s prior written consent. BILLING FORMATS AND DETAILS Company will not accept minimum billings that do not accurately reflect the actual time spent to complete a specific task or activity, e.g., billing a 1-hour minimum charge for any court appearance regardless of the actual time spent in court, or billing minimum quarter hours for any task. Company will not accept task minimum billings that do not accurately reflect the time spent to complete the specific task or activity, e.g., billing a 2-hour minimum charge for any motion preparation. Company will not accept minimum billings for forms (i.e., standard interrogatories or motion to compel responses to discovery) other than time actually spent in the drafting of changes to the form. Unless otherwise agreed, Company will pay for legal services on an hourly basis. Effective [insert date], we will use an online billing, budgeting, and matter management system (Serengeti). Outside counsel must register and utilize the Company s chosen e-billing software for all matters. All invoices must contain the law firm s applicable tax identification designation or VAT (GST) number and any other information requested by the Company Attorney for tax or other business purposes. Statements must include the time period covered and a breakdown of services by matter with a detailed description of each activity performed. Separate invoices should be submitted for separate matters. For all hourly rates, the hourly billing rate (and any applicable discount rate ) and a summary of time should be provided for each legal professional. All special pricing or fee arrangements, including volume discounts, must be accurately and adequately reflected on each invoice. Each time entry spent on a matter shall be rounded to the nearest tenth (.1) of an hour. We will not pay for increments larger than one-tenth of an hour. We will not pay for time inadequately described (e.g., various conference calls, internal meetings, review strategy, etc.). Use of blocked or lumped billing entries (including multiple tasks in one billing entry) may result in delay or non-payment of invoices. Task descriptions should provide sufficient detail to allow the Company Attorney to ascertain the benefit derived from the task. When the task involves communications, the purpose of and individuals involved in the communication should be specified. Through use of our e-billing software, we will adjust invoices for duplicative services, excessive interoffice conferences, and/or other issues or billing deemed excessive or not in conformance with these Guidelines. Unless otherwise agreed, Company will pay for legal services on an hourly basis. The responsible outside lawyer will monitor the fees and expenses for the work performed. Prior to submitting any invoice, outside counsel must ensure that charges fairly reflect the value of the services to the Company and comply with these Guidelines. Barring a Companyrequested exception, bills should be submitted electronically through the Company s chosen e-billing software (currently Serengeti). 3

4 COMMUNICATION Outside counsel must regularly communicate with the Company to avoid any surprises. We expect that outside counsel will communicate any good ideas, not just legal advice. We prefer frequent telephone discussions and s because these regular communications foster the level of partnership that the proper handling of our assigned matters requires. Outside counsel must provide adequate advance notice of any significant events (such as trials, conferences, filing deadlines and anticipated meetings). As such, we will not pay for additional expenses associated with poor planning by outside counsel. As a means of improving efficiency, we will not pay for any formal written correspondence or memorandums of law unless specifically requested. Additionally, we will not pay for status reports unless specifically requested by the Company Attorney. We prefer to exchange documents and comments electronically whenever possible. Hard copies of documents should be sent only when requested or required (such as original signatures). Documents sent to us for comment should be sent in editable format. Throughout the representation, outside counsel must (i) inform the Company Attorney (or their delegate) of developments, (ii) seek appropriate participation from the Company, and (iii) promptly communicate to the Company any substantive developments or issues (for example, in litigation, potential liability issues) in the matter. Outside counsel should keep the Company Attorney informed of the status of each matter and consult with him/her on all major developments, strategy decisions, settlement discussions, and other matters of significance. You should obtain prior approval before you undertake any activity requiring a significant expense or investment of attorney time. In the litigation context, this includes the preparation of counter-claims, cross claims, third-party claims, legal research, significant motions, briefs, depositions or other discovery. Additionally, you must obtain prior approval before entering into stipulations other than for ministerial matters. ROLES AND RESPONSIBILITIES For each matter, the responsible Company Attorney ( the Company Attorney ) will define the scope of the assignment and the anticipated objectives to be attained. In some instances the Company Attorney may delegate this responsibility to a business representative. Outside counsel is not to perform any significant work until it fully understands the scope and objectives established by the Company. While maintaining strong advocacy positions, we seek to facilitate the cost-effective resolution of claims. To this end, outside counsel should at the earliest practical point and regularly thereafter consider (a) possible alternative dispute resolution ( ADR ) mechanisms, and (b) the likelihood and advisability of settlement. 4 LIMITS ON COSTS (OVERALL) Company expects each outside counsel to minimize costs where reasonably possible. Air travel shall be via coach/ economy airfare. If you are traveling on business for more than one client, your travel-related expenses shall be apportioned appropriately between the clients. Company will not pay for local travel costs or for meals or other incidental expenses (e.g., taxis, parking, etc.) of law firm personnel when they are working in their normal office location. Also, Company will not pay for time spent traveling. Please do not send overnight or courier packages unless truly necessary. Company will not pay more than 10 cents per page for photocopying. Copies for internal distribution or firm convenience may not be charged to the Company. Finally, all disbursements must be itemized on the invoices (not aggregated). Company will pay for only one attorney to attend any deposition, hearing or similar event unless prior approval is obtained from the Company in-house attorney working on the respective matter. Company presumes that hourly billable rates are calculated to include all overhead and internal charges associated with the firm s practice. Unless prior written consent is obtained, Company will not separately pay for overhead or other firm costs such as: 1. Mark-up or profit on any expense items. Allocable case-related fees or expenses including, but not limited to, filing fees, witness and service fees, and court reporting services, will be reimbursed at actual cost only; 2. Imaging or scanning service costs; 3. Office supplies (paper, binders, binding materials, etc.); 4. Document/file storage and retrieval costs; 5. Meals (unless related to approved travel); 6. Local telephone or facsimile charges or charges for receiving facsimiles; 7. Regular first class postage charges; 8. Billing-related time (i.e., time spent preparing, revising, or negotiating invoices or time related to firm accounting or bookkeeping); 9. Clerical or administrative tasks including, but not limited to, photocopying, calendaring, assigning work to administrative staff, file organization, bates stamping, word processing, scheduling travel, and filing. Company will not pay for secretarial, clerical and/or other office staff (including library staff) time and/or overtime for these services;

5 10. Continuing legal education costs or costs for publications, unless the publication itself is to be used as an exhibit; 11. Abstracting of deposition and/or hearing transcripts; and 12. Electronic legal research (e.g., WestlawNext, Lexis or other cost-based providers). Company will not pay for work which is duplicative in nature. Absent prior approval from Company, no more than one lawyer should attend meetings, witness interviews, telephone conferences, depositions, hearings or other proceedings. Similarly, Company will not pay for multiple reviews of documents, and will not pay for work already performed by another member of the firm. File reviews occasioned by a transfer of responsibility will not be reimbursed absent an explanation for the transfer or review which is approved by Company. Consistent with our staffing requirements and our expectation that hourly rates include all overhead expenses, we will not pay for the following items: 1. Time spent preparing invoices or responding to billing inquiries. 2. Time spent on review or clearing of conflicts or opening of a file. 3. Time spent making travel arrangements, and fees charged for making travel arrangements by a law firm s travel agency. 4. Time spent for services or tasks not requested by the Company. 5. Premiums or mark-ups or enterprise profit of any kind on disbursements. All expenses or disbursements must be billed based on actual out-of-pocket costs and will be net any discounts with a third-party provider of goods or services and shall not include any late charges. Where a law firm has negotiated a flat fee with a vendor (e.g., a flat or capped fee with service vendors such as Lexis or WestlawNext), the Company shall not be charged more than its pro rata share of the usage associated with that fee. 6. Any items of overhead expenses (e.g., staff overtime, meals, transportation, charges for case management systems, conference rooms, computer equipment, rental fees, document filing or storage, etc.) 7. Service, license, or computer equipment fees related to electronic research. 8. Photocopy costs in excess of $0.10 per page. (A disbursement item for photocopying expenses must reflect the per copy cost and the total number of copies made.) 9. Individual expenses in excess of $2,000 unless cleared in advance with the Company Attorney. 10. Any fees for incoming or outgoing facsimiles. 11. Professional development time, such as a junior attorney s or law clerk s attendance at events. 12. Time spent for any individual becoming familiar with a matter s status if they are not on the approved list and are not on the substantive team handling the matter. 13. Time associated with obtaining authority or licensing to appear before a court or other governmental tribunal (e.g., pro hac vice admission). 14. Excessive intra-office communication or conferences. LIMITS ON COSTS (COPIES, FAXES) Ancillary charges and other disbursements are to be billed at actual costs to the law firm and shall never exceed the following amounts: 1. Photocopies Company will not reimburse for amounts in excess of your actual out-of-pocket expenses for photocopying. You must obtain prior approval if you intend to charge more than 10 cents per page for photocopying. Expedited or oversized document photocopying may be reimbursed at a higher rate only with prior approval. 2. Faxes/Telephone Company will not pay for long distance or facsimile charges. We consider these expenses to be a component of the hourly billing rates we have agreed to pay. 3. Postage/Couriers Company will reimburse for postage at the rate of your firm s actual cost, and for expense for overnight courier or messenger only when such services are necessary. 4. Transcription Company will reimburse for the expense of an original transcript and an electronic copy at reasonable rates. Expedited transcripts may not be ordered without prior approval. 5. Court costs/sanctions Company will reimburse for expenses incurred but will not pay for sanctions or penalties imposed by a court due to conduct of your firm. Company will not pay for administrative tasks including: 1. Invoice preparation time; 2. Running conflicts checks; 3. Travel time; 4. Internal filing faxing or copying; and 5. Attorney or paralegal training time and costs. 5

6 LIMITS ON TRAVEL EXPENSES Travel within a 75-mile radius of the firm s office is considered local travel. Company will not reimburse local travel or parking expenses incurred during the normal course of business, including late-night or weekends. Company will reimburse the cost of local meals if the meal takes place during a meeting with third parties or Company representatives while working on a Company related matter. After-business-hours or weekend expenses for meals, taxis or car service for outside counsel or its staff will not be reimbursed. All out-of-town travel must be approved, in advance, by Company. Company expects that the firm, in all events, will seek the lowest fares available, moderately priced hotels, and reasonably priced ground transportation. Further, travel expenses will be reimbursed only as follows: 1. Business travel expenses must be supported by detailed receipts which sufficiently identify date and place of the expense, nature of the expense and the name of the individual incurring the expense. Copies of receipts must be provided upon request. 2. Except in unusual cases, travel should be undertaken by only one representative of the firm. 3. Airline, railroad or other fares will be reimbursed in an amount not to exceed the coach fare. 4. All modes of ground transportation will be by the most economical means available. For example, your firm must seek to use taxis and/or public transportation where such are reasonable alternatives to vehicle rental. 5. Out-of-town time (including travel time) which is not spent on substantive Company legal work may not be billed. Out-of-town time (including travel time) actually spent working on Company matters is reimbursable. We will not pay for time spent away from home or the office that is not spent performing legal services. If outside counsel performs specific billable work for the Company while traveling, we will pay for specific work performed. If travel is devoted in part to work for other clients, we will only pay for our proportionate share of the travel costs. We will pay for reasonable expenses for lodging, meals, and travel that are incurred by outside counsel in a prudent manner. Unless approved in advance, we will reimburse air travel charges at the coach rate, and air travel charges should be reflected on statements at such rate. Where practicable, outside counsel should use available discounts on airfares, hotels, rental cars, etc. Company will pay for reasonable travel expenses (airfare, rental cars, hotels, meals, etc.) in accord with Company s internal travel guidelines: 1. Law firms may only seek reimbursement for economy fares, and travelers are required to fly at the lowest logical airfare available; 2. Travelers should make every effort to make reservations at least 14 days in advance; 3. Reasonable rental car services will be reimbursed, but auxiliary services such as return valet services, GPS or cellular phone rental will not be reimbursed; 4. Travelers are expected to stay at reasonably priced hotels consistent with Company s hotel limits; 5. Reimbursable expenses include: car; hotel; breakfast; dinner; tolls; gas for rental cars; parking; reasonable tips for meals, taxis and bellhops; laundry, cleaning or pressing for trips longer than one week; 6. Non-reimbursable expenses include: lunch; costs of magazines or newspapers purchased during trip; movies, cable and mini-bar charges; airline club memberships; fines for traffic violations; child or pet care expenses. LEGAL RESEARCH No individual research project in excess of two hours should be undertaken without Company s prior approval. All legal research in excess of two hours must be coordinated with an approved by Company, keeping in mind that your firm was selected because of its expertise. Company will not pay for research on matters such as local rules of practice, basic issues of law, or core legal principles within your firm s specialty (or legal research aimed at educating junior lawyers in the substantive law applicable to a matter). Any approved research that is reduced to written or printed form should be promptly forwarded to Company but should not be in memorandum form unless expressly requested. Copies of any requested and approved legal memoranda should be provided to Company in the same form in which they were prepared for your firm s internal use. To the extent legal research in a Company matter is applicable to other clients of your firm, Company should be billed only its proportionate share of the related fees. Extensive legal or factual research projects (more than five hours) must be pre-approved by the Company in-house attorney working on the respective matter. 6

7 THIRD-PARTY SERVICES PROVIDERS (EXPERTS, CONSULTANTS, ETC.) Please be mindful that these costs can be very significant, and we expect that you to devote the same level of care and attention to them as if they were included in your overhead. Regarding litigation, it is essential that we approve the selection of local counsel, consultants and expert witnesses (and proposed financial arrangements) in advance. If you plan to outsource a project (e.g., printing, document review), you must provide your Company counsel with an estimate of the cost of the project in advance. Witnesses and/or consultants should only be hired after consulting with Company. Company should be provided with the reason that an expert and/or consultant is necessary, the expert s or consultant s qualifications and areas of expertise, and his or her rate information. Also, Company should be provided with a proposal of the work to be performed by the expert/consultant, as well as an estimated budget associated with the use of the expert/consultant. No experts or consultants may be retained without prior approval by Company s in-house litigation attorney working on the respective matter. We recognize that occasionally outside counsel may need to retain consulting or testifying experts. Additionally, for strategic reasons or where the principal outside law fi r m i s n o t l i c e n s e d t o p r a c t i c e i n t h e r e l e v a n t j urisdiction, we may desire to use local counsel. Outside counsel must obtain prior approval from the Company Attorney before retaining any expert, consultant or local counsel. Unless specifically requested by the Company Attorney, outside counsel shall not charge for review of the expert s, consultant s or local counsel s bill. In situations where we agree to use an expert, consultant or local counsel, outside counsel must provide these Guidelines to such third party. Additionally, outside counsel will be responsible for ensuring the third party s compliance with these Guidelines. REVIEWS OF DOCUMENTS Company Counsel should be given sufficient time to review and approve drafts of any significant documents and correspondence. Absent an emergency situation, nothing should be filed on Company s behalf unless it has been approved by Company s legal department. Outside counsel should send copies of all documents (court filings or otherwise), substantive correspondence and communications with Company affiliates to the Company Attorney. Significant documents (such as draft pleadings, motions, briefs, transactional documents, filings, etc.) should be sent to the Company in sufficient time (and in every instance possible at least three days in advance of a required action date) to allow for review and, if necessary, revision. We view this requirement as essential to a successful relationship with outside counsel and expect outside counsel to be appropriately mindful of this. MEDIA All media inquiries or requests must be referred to Company Communications at [insert phone number]. Please immediately notify the Company in-house attorney working on the respective matter of any media inquiries. No person from your firm may make any statements to the media on Company s behalf or regarding a Company matter without Company s prior approval. Outside counsel must immediately refer any media inquiry to the Company Attorney. Outside counsel must not make statements to the media without securing advance approval from the Company Attorney. ADVERTISING While we appreciate that many law firms engage in comprehensive marketing of their services, outside counsel is not permitted to advertise or promote its relationship with the Company, other than listing the Company as a representative client. Additionally, outside counsel may not issue any news release or public announcement concerning its retention by the Company. REVIEW OF COUNSEL Outside counsel will be evaluated by the Company Litigation Team for each matter handled by Company based on the following factors: 1. Adherence to billing and staffing guidelines; 2. Overall cost-consciousness; 3. Responsiveness to client requests; 4. Communication; 5. Accuracy of initial budget; 6. Skill and quality of work; 7. Matter outcome; 8. Overall satisfaction. 7

8 CONFLICTS It is the law firm s responsibility to ensure that there are no conflicts of interest prior to taking on any matter for Company. Any request for Company to waive conflicts of interest must be submitted in writing to Company in-house attorney assigned to the matter. In addition to a standard conflicts check, please inform the Company attorney if your firm is performing legal work for any of our direct competitors, e.g., [list examples]. We may choose to discontinue work with your firm should you represent a competitor, depending on the nature of such representation. Please also advise the Company attorney of any positions your firm has taken in the recent past or is presently taking on issues that to your knowledge may be contradictory, adverse or otherwise prejudicial to the interests of Company in this matter or any other matter that may have the same issues or considerations. This disclosure should include, but not be limited to, matters in which the law firm may have represented competitors in litigation, contractual, bankruptcy, regulatory or other commercial matters. Prior to beginning a representation, outside counsel must discover, disclose and obtain a written waiver from the Company Attorney for any actual or potential conflicts of interest that may arise from the representation. If outside counsel is subsequently required to withdraw due a conflict that existed at the time the representation began, we may elect not to pay for any fees and expenses related to the representation. While we expect outside counsel to be sensitive to direct conflicts of interest, we expect outside counsel to discover and disclose indirect conflicts that may arise from outside counsel s advocacy of positions that conflict with important Company interests. From our perspective, a conflict may arise from outside counsel s representation of any interests that may be adverse to the interests of any of our businesses. Because we engage in many different businesses, outside counsel, with our assistance, should review any areas of potential conflict. Outside counsel must disclose and obtain a written waiver from the Company Attorney for any potential conflict that may develop during the handling of the matter. BUSINESS CONDUCT We have adopted a Code of Business Conduct and Ethics that requires employees and representatives, including outside counsel, to conduct their activities on our behalf with honesty and integrity, and in accordance with high moral and ethical standards. Please review our Code of Business Conduct and Ethics located on the Company s website at [insert Web address]. CONFIDENTIALITY Company requires a Protective Order or Stipulation of Confidentiality if disclosure of confidential or proprietary information is likely or is specifically requested. Such information and the need for a Protective Order should be examined on a case-by-case basis. OWNERSHIP OF WORK PRODUCT All memoranda, correspondence, and other attorney work product created on behalf of Company remains the property of Company to use as it deems appropriate. To learn more, please contact your representative at or visit serengetilaw.com Thomson Reuters L /11-12