9 Elements of Creating Outside Counsel Guidelines

Outside counsel guidelines are a set of instructions and expectations that a company provides to its outside counsel, outlining the scope of the work to be performed, the terms of engagement, and the billing arrangements. 

Below are some key elements that may be included in outside counsel guidelines:

  1. Scope of work: The guidelines should clearly define the scope of the legal work to be performed by the outside counsel, including the goals and objectives of the project, the timelines, and the expected outcomes.
  2. Conflict of interest: The guidelines should specify the company’s policies and procedures regarding conflicts of interest and require the outside counsel to disclose any potential conflicts of interest.
  3. Communication: The guidelines should establish the communication protocols between the outside counsel and the company, including the frequency and mode of communication, and the reporting requirements.
  4. Billing rates and arrangements: The guidelines should specify the billing rates and fee arrangements for the legal services to be provided, including hourly rates, flat fees, and contingency fees.
  5. Timekeeping and invoicing: The guidelines should require the outside counsel to maintain accurate time records and provide detailed invoices that specify the nature of the work performed and the time spent on each task.
  6. Budgeting and cost control: The guidelines should establish the company’s expectations for cost control and require the outside counsel to provide regular updates on the status of the budget and the anticipated costs of the project.
  7. Confidentiality and data security: The guidelines should establish the company’s policies and procedures regarding confidentiality and data security, and require the outside counsel to comply with these policies.
  8. Dispute resolution: The guidelines should include provisions for dispute resolution, including the procedures for resolving conflicts between the company and the outside counsel, and the procedures for terminating the engagement if necessary.
  9. Performance metrics: The guidelines may include performance metrics that the company will use to evaluate the performance of the outside counsel, such as responsiveness, quality of work, and adherence to budget.

Overall, outside counsel guidelines are an important tool for ensuring that the company and its outside counsel are on the same page regarding the scope of work, the billing arrangements, and the expectations for performance and communication. These guidelines set the foundation and protocols on how firms and outside counsel work together. These guidelines should be reviewed every six or twelve months depending on the amount of work performed. In addition, these guidelines should be reviewed and modified as there are material business changes or new matters arise that may alter the overall engagement.

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