ABB Inc., Thomas & Betts,
Baldor
OUTSIDE COUNSEL GUIDELINES
Table of Contents
I. Adoption and Applicability of
Guidelines
II. Conflicts of Interest
III. Retention/Engagement
IV. Staffing
V. Matter Management & Reporting
Requirements
VI. Alternative Fee Arrangements
VII. Billing and Expense Guidelines
A. Rates
B. Invoicing
C. Invoice Format
D. Time Frames for Billing
E. Clerical Tasks
F. Administrative
G. Legal Research
H. Third-Party Disbursements
I. Expenses
J. Law Firm Overhead
K. Photocopies
L. Express Mail/Messengers
M. Telephone & Facsimile
N. Travel
1. Air Travel
2. Accommodations
3. Meals
4. Ground Transportation
VIII. Confidentiality
IX. Sarbanes-Oxley
X. Records Retention
XI. Media Contact 11
XII. Use of ABB Name (including any
subsidiaries)
XIII. Corporate Responsibility
XIV. Payment Terms
Invoice Submissions
I. Adoption and Applicability of Guidelines
ABB Inc., Thomas & Betts and Baldor (hereinafter collectively
referred to as ‘ABB’), and their subsidiaries have adopted this
Outside Counsel Guidelines (hereinafter ‘Guidelines’) document in
order to standardize our processes and procedures in connection with
legal matters in which ABB is involved. This document will set forth
our expectations and assist in creating a more effective working
relationship with outside counsel.
The main objectives for the adoption of these Guidelines are to
achieve greater consistency and efficiency, standardize requirements
in furtherance of more streamlined processes, and improve cost
savings. We expect all outside counsel to adhere to these
Guidelines. However, nothing in these Guidelines is in anyway
intended to interfere with your professional judgment or duties as
an advocate representing the interests of ABB.
These Guidelines are effective for all work performed from 6/1/2015
forward, and are applicable to all outside counsel and vendors
assigned to work on legal matters for ABB or any of its
subsidiaries. Unless otherwise agreed, in the event of a conflict
with any other guidelines or policy document, retention agreement or
engagement letter, these Guidelines shall prevail. You may not
depart from these guidelines without written approval from your ABB
Contact. ABB encourages outside counsel to raise any questions
regarding its Guidelines and billing expectations at the outset of
any representation.
ABB reserves the right to modify these Guidelines at any time and
will provide outside counsel at least thirty (30) days notice prior
to any substantive modifications taking place.
II. Conflicts of Interest
Prior to being retained, ABB expects its outside counsel to
investigate and resolve any potential conflicts of interest it may
have in representing ABB. Outside counsel must affirmatively
represent to ABB that it has done so and that no conflicts
preventing its representation were found to exist and/or that any
conflicts have been fully resolved. If any actual or potential
conflicts are found, outside counsel must identify them in writing
for ABB to review and consider prior to confirming any engagement.
All requests to waive an actual or potential conflict shall be
submitted in writing on firm letterhead to the attention of General
Counsel, or Chief Division, IP or HR Counsel of ABB as directed by
your ABB Contact. ABB will not pay for any time or costs
incurred by outside counsel in fulfilling this obligation.
III. Retention/Engagement
Outside counsel is engaged for ABB by the ABB attorney or other
employee (‘ABB Contact’) with knowledge of the matter. Others at ABB
do not normally have authority to expand or modify the scope of the
engagement or otherwise manage the rendering of legal services to
ABB. If someone other than your ABB Contact requests a change in the
scope of services to be rendered, you must consult with your ABB
Contact and obtain his/her approval of the change.
Matters will be assigned to outside counsel through ABB’s chosen
matter management and electronic billing provider, LexisNexis, a
division of Reed Elsevier Inc. - CounselLink™. You may be
instructed to accept the matter assignment within CounselLink or the
matter may be automatically accepted on behalf of your firm.
IV. Staffing
Your firm has been selected to represent ABB based on its expertise
and efficiency. ABB expects its outside counsel to staff projects
appropriately based on the nature and complexity of the legal work,
engaging the smallest number of knowledgeable professionals
necessary to the matter to get the job done well. A balance should
be struck between the efficiency a more experienced lawyer brings to
a given task and the advantages of having other tasks performed by a
less senior lawyer or paralegal.
Duplication of effort within the firm is to be avoided and ABB will
not pay for tasks or work done that appears duplicative. Unless
approved by us in advance, we will not reimburse you for time spent
by more than one attorney or timekeeper attending external meetings,
witness interviews, depositions, hearings, negotiations, and
trials.
We also ask you to keep to a minimum, except where absolutely
necessary, involvement of more than one attorney or timekeeper in
telephone conferences. Multiple timekeepers attending trial should
be discussed and approved by us in advance. We will not reimburse
you for excessive time spent by firm counsel and/or paralegals
giving each other periodic matter status reports or for tasks
that are supervisory in nature including instructions regarding work
assignments.
We expect all timekeepers to work efficiently and avoid devoting
excessive hours to a single project on any particular day. We will
not pay for more than ten (10) hours of time spent by any one
timekeeper on any one ABB matter in a given day, unless approved in
advance.
To achieve efficiency and value, the roles and responsibilities of
the staff members should be clearly defined and appropriate to each
individual’s qualifications and level of experience, ABB expects its
outside counsel to staff projects appropriately based on the nature
and complexity of the legal work, . Attorney, paralegal, and legal
assistant time billed should not include tasks that are more
appropriate for clerical or secretarial personnel, such as stamping
or numbering documents, indexing or tagging exhibits, organizing
files or reproducing documents. Please review the Clerical and
Administrative task list below so it is clear which tasks should not
be billed no matter who performs the work.
ABB does not expect to be billed and will not pay for time submitted
by librarians, secretaries, billing, filing, clerks, internal
messengers/couriers, law clerks, summer associates, temporary or
clerical support staff, word processors, and IT professionals.
ABB expects to be informed and consulted on the engagement of any
experts, consultants, litigation support vendors and e-discovery
vendors. Prior approval should be obtained before hiring any third
party vendors on non-litigation matters. Outside counsel is
responsible to insure all third party vendors are aware of and
comply with this Guidelines document when applicable.
V. Matter Management & Reporting
Requirements
ABB may find it necessary to impose other billing requirements and
policies during the engagement as appropriate to effectively and
efficiently manage the matter. Prior notice will be given and the
matter discussed with counsel if this is deemed necessary. Please
discuss the reporting requirements of your ABB Contact for each
matter you are assigned.
VI. Alternative Fee Arrangements
ABB is receptive to alternatives to the conventional hourly billing
model, including the use of fixed or flat fees, blended rates,
contingency fees etc. We encourage your firm to consider and propose
alternative legal spend arrangements at the inception of matters
whenever feasible. These alternative fee arrangements will be agreed
to in writing and implemented using CounselLink.
VII. Billing and Expense Guidelines
A. Rates
Billing is to be at the current approved hourly rate. Law firms will
submit a Fee Offer of current individual timekeeper rates for those
timekeepers who perform work for ABB through CounselLink for review
and approval by ABB. Charges submitted at a rate that exceeds the
approved CounselLink Fee Offer rate for a timekeeper will be reduced
to the approved rate.
B. Invoicing
Beginning 6/1/2015 with invoices for work performed after 5/31/2015,
ALL invoices will be submitted to ABB through CounselLink.
Instructions on how to submit invoices to CounselLink are attached
hereto as Exhibit A “Invoice Submission”.
A separate invoice must be submitted for each matter for which
your firm has performed work during the relevant time period.
C.
Invoice Format
Each invoice will include the following minimum requirements:
- Unique invoice number not to exceed 20 characters
- Invoice date
- Matter name
- ABB’s matter number
- Date services were performed
- Timekeeper name or ID
- Timekeeper title or level
- A narrative description of the service provided or task
performed for each specific task. ‘Block billed’ descriptions
(grouping multiple activities under a single time charge) is
prohibited. Please refer to Exhibit A - ‘Invoice
Submission’ for a discussion of Block Billing and how to
properly format your charge entries. The description
should clearly state the nature of the task performed sufficient
to allow the ABB reviewer to determine why it was necessary.
Incomplete or vague charge descriptions are unacceptable.
Examples of unacceptable descriptions include, but are not
limited to: ‘ analysis’, ‘conference’, ‘attention to matter’;
‘worked on discovery’, ‘work on file’, ‘prepare for meeting’,
‘miscellaneous’, ‘other’, etc.
- Time entry to the nearest tenth (.10) of an hour
- Timekeeper rate
- Charge total
- Detail of reimbursable expenses and disbursements at actual
cost
If your firm provides services on more than one matter during a
billing period, a separate invoice for each matter is required.
D. Time
Frames for Billing
Unless otherwise approved, invoices should be submitted monthly, the
month following the date the service is provided or cost incurred.
Charges for time expended or costs incurred which are greater than
90 days old at the time of invoice submission are considered
untimely and may not be paid. Invoices will not be accepted for more
than 180 days after a matter has been closed.
E.
Clerical Tasks
ABB will not reimburse outside counsel for the clerical tasks
regardless of the personnel performing the task. These
non-reimbursable tasks include but are not limited to the following:
- Calendaring/docketing
- Word processing
- Data processing
- Faxing documents
- Mailing documents
- Preparing transmittal letters
- Photocopying documents or files
- Organizing documents or files
- Updating documents or files
- Labeling
- Printing documents
- Collating or Bates stamping documents
- Document indexing
- Scanning or coding documents
- Binding documents
- Filing, serving or hand-delivering documents
- Other general clerical tasks
F.
Administrative
ABB will not reimburse for administrative tasks that it would expect
to be included in the outside counsel billing rates.
Non-reimbursable tasks include but are not limited to:
- Preparation of timesheets and invoices
- Preparation of the budget, work plan or staffing proposal
- Opening/closing files
- All tasks related to conflicts checking
- Receiving and processing mail/faxes/email
- Scheduling appointments, events, depositions, conferences,
deliveries, or travel
- Interacting with vendors and vendor invoice processing (calls,
processing invoices etc.)
- Secretarial billings
- Database administration including maintenance, data loading,
data conversion etc.
- Internal messengers
- Attendance at seminars, continuing legal education or
conferences
- Other general administrative tasks
G. Legal
Research
Legal research should be undertaken when necessary to protect ABB’s
interests. ABB will pay for time spent conducting necessary
legal research. We would normally expect research projects to be
conducted by experienced associates instead of partners. We expect
to benefit from previously prepared briefs and memoranda, and when
such briefs or memoranda exist we will pay only for actual time
spent updating or tailoring the same to our needs. ABB will not pay
for research regarding fundamental concepts or local rules, the
understanding of which is assumed by your firm’s retention.
H. Third-Party
Disbursements
Whenever possible, outside counsel should pay all third-party
invoices (i.e. expert witnesses, court reporters, etc.) and then
submit those charges as disbursements on the firm’s monthly invoice
to ABB as an expense item, with supporting documentation/invoice
attached using the ‘Document Attachment’ feature in CounselLink.
Should an exception occur, contact ABB to discuss handling.
I.
Expenses
Each expense or disbursement shall be billed at actual out-of-pocket
cost. No mark-ups or administrative fees may be added, nor will they
be paid by ABB. Each expense or disbursement should be itemized with
a description sufficient for review, units, price per unit and total
cost. ABB may refuse to pay for disbursements billed as
“miscellaneous,” billed in a group, (i.e. Travel expenses $4000.00)
or disbursements without any description. Specific expenses and
disbursements, reimbursable and non-reimbursable, are addressed in
the sections below.
J. Law
Firm Overhead
ABB will not reimburse for the following overhead expenses that
should be considered part of the firm’s cost of doing business. Such
expenses include but are not limited to:
- Electronic research (i.e. Lexis, Westlaw, CourtLink)
- Overtime expenses including overtime hours, meals and
transportation
- Temporary staff charges
- Office rent/utilities
- Office supplies
- First class postage
- Interest on unpaid invoices
- In-house accounting fees
- Internet service fees
- Cellular telephone charges
- Local or long distance charges
- Facsimile charges
- Firm conference rooms
- Temporary office space
- Equipment rental
- Storage charges
- Laser printing
- Case management or litigation software or systems
- Computer hardware and software
- IT charges/database administration including database
maintenance
- Costs of computer support or IT professionals
- Temporary word processing or clerical staff (regular and
overtime charges)
- Internal messengers and couriers
- Subscriptions, books, periodicals, publications
- Professional association fees
- Group outings or hospitality
- Client entertainment
- Business meals or refreshments during the course of a work day
(unless associated with travel, trials, meetings or depositions)
- Local mileage – 25 miles or less
K. Photocopies
ABB will pay for photocopies at a rate not to exceed $0.10 per page.
Color photocopies will be reimbursed at a rate not to exceed $0.75
per page.
L. Express
Mail/Messengers
ABB will not pay for Federal Express, Express Mail, or other
overnight messenger/courier charges unless the use of such services
was necessitated by time constraints imposed by ABB, because of the
need for reliability given the nature of the items being transported
or approved by the ABB Contact. If these services must be used, and
unless required for specific filing, packages must be sent for
afternoon delivery, not morning delivery.
M. Telephone
& Facsimile
ABB will not pay for local or long distance telephone calls, or
mobile telephone calls. ABB will not pay for receipt or delivery of
facsimile transmissions. However it is preferred that, when
feasible, correspondence and documents be transmitted by secure
e-mail.
N. Travel
ABB expects that its outside counsel will use travel time spent on
ABB matters as productively as possible. ABB will not pay for
non-productive travel time unless prior approval is received.
Charges for attorney/staff time during travel shall not be billed if
the time is spent doing work on non-ABB matters or is billed to
another client. If the travel involves another client, ABB expects
to only be billed for its proportionate share for both time and
expenses.
ABB will reimburse reasonable and actual charges for transportation,
lodging and meals necessary for effective representation. Personal
travel expenses will not be reimbursed. Personal travel expenses
include salon expenses, alcohol, in-room or in-flight movies or
entertainment, excess baggage expenses, travel agency expenses, shoe
shines, toiletries, and luggage. Please discuss arrangements for
international travel in advance with ABB.
1. Air Travel
Air travel should be economy or coach class for all domestic travel.
Business class may be used for international travel with ABB
approval. ABB will not reimburse the cost of first class travel, and
expects that travel arrangements will be made far enough in advance
to take advantage of any available cost effective discounts or
special rates. Air travel receipts should be attached to the invoice
using the Document Attachment feature in CounselLink. See the
instructions for attaching documents in Exhibit B.
2. Accommodations
ABB expects outside counsel to use good judgment when choosing
accommodations and will compensate for hotel expenses consistent
with the average moderately priced overnight accommodations for the
geographical region. ABB will not reimburse outside counsel for four
or five-star hotel unless approval is received in advance or outside
counsel has negotiated rates comparable to moderately priced
accommodations. We will not reimburse for mini-bar expenses, in-room
movies or entertainment or laundry. Overnight parking will also be
compensated if a rental car is necessary. Hotel expenses should be
itemized with the daily rate and the number of days and the receipts
should be attached to the invoice using the Document Attachment
feature in CounselLink.
3. Meals
ABB will reimburse for meals while outside counsel is traveling on
ABB business. Meals should be consistent with the average moderately
priced meals for the geographical region. ABB will not reimburse for
any meals not associated with travel unless prior approval has been
received from ABB counsel.
4. Ground Transportation
Unless it is more cost effective to do otherwise, or prior approval
has been received from ABB, public transportation including taxis,
rather than rental vehicles should be utilized. If it is necessary
to utilize a rental car ABB will reimburse for up to mid-size class.
ABB will also reimburse for tolls and parking when a rental care is
required. ABB will also not reimburse for limousines or town cars
unless it is the most cost effective means of transportation.
Should outside counsel use a personal vehicle for approved travel,
mileage will be reimbursed at the current IRS rate. Local mileage
(under 25 miles) will not be reimbursed.
VIII. Confidentiality
The Company may provide outside counsel with copies of confidential
and proprietary information relevant to the work outside counsel is
performing on ABB’s behalf. None of these documents or materials
should be used by outside counsel directly or indirectly of any
purpose other than in connection with their representation of ABB.
IX. Sarbanes-Oxley
ABB expects that your firm will act in accord with Section 307 of
the Sarbanes-Oxley Act of 2002 and all rules enacted pursuant to the
Act. We expect that you have an internal policy or process in place
to assure compliance with these provisions. Copies of any reports
prepared pursuant to this act should also be sent to the General
Counsel and the relevant ABB contact. All questions concerning any
reporting should be directed to the General Counsel of ABB.
X. Records Retention
Upon completion of an assignment for ABB, all original records or
documents must be returned to ABB. All other documents or other
information gathered through the course of the assignment may not be
destroyed except with written permission of the ABB contact. If
notified by ABB that any information in your firm’s possession is
subject to a Litigation Hold, all relevant information should be
preserved unless otherwise directed by a member of the ABB legal
department.
XI. Media Contact
All inquiries from the media regarding any of ABB’s legal or
business matters will be handled by ABB personnel. If outside
counsel is contacted by the media, inquiries must be directed to ABB
General counsel, Chief Division IP or HR Counsel as directed
by the ABB Contact. Outside counsel is not at liberty to speak to
the media regarding any ABB matters without the express approval of
ABB.
XII. Use of ABB Name (including any
subsidiaries)
Your firm is not authorized to use the ABB name or the name of any
of its subsidiaries in any firm marketing materials, websites,
presentations unless written approval has been received from the ABB
legal department. In addition, discussion of any ABB legal matters
during presentations, round tables or seminars is strictly
prohibited.
XIII. Corporate Responsibility
ABB is committed to pursuing environmental and green initiatives.
ABB requests that, whenever practicable and reasonable, its law
firms and vendors consider the environment before printing
documents, use electronic means for the transmission/filing of
documentation, and use technology in lieu of travel in making
appearances.
XIV. Payment Terms
ABB’s standard payment terms are net forty-five (45) days.
With the roll-out of CounselLink, ABB will offer twenty-five (25)
day terms contingent on receiving a two (2%) prompt pay discount.
EXHIBIT A
INVOICE SUBMISSION
Invoice Submissions
To secure prompt and accurate payments to your firm, invoices in
structured data format (LEDES) submitted via the web site www.counsellink.net
are preferred. When necessary, we will accept invoices, in other
formats, including e-mailing a .PDF or ASCII invoice or mailing a
white paper invoice.
Submission of a Structured Data File to CounselLink
- Export the invoice to the LEDES (ASCII) structured data format
- Log into www.counsellink.net
using your assigned login and password
- Click on the Upload Invoice link on the law firm home page
- Browse to the saved LEDES invoice, select it and click "Open"
- Complete any other necessary information on the Invoice
Submission page and click "Submit File"
- Creating an Invoice in CounselLink (U.S. currency only)
- Log into www.counsellink.net
using the provided login and password
- Click on the Matter Search link on the law firm home page
- Search for the matter on which the invoice is to be submitted
- Select "Create Invoice" from the Action bar dropdown
- Enter information on the “Edit Invoice Screen” if applicable
and click on Submit
- Enter fees and expenses from the invoice screen
- Submit invoice
Alternative Forms of Submission
Email: A .PDF file or ASCII format copy of the invoice
may be submitted via email to dept165@examen.com.
Submit only ONE INVOICE PER .PDF file, although multiple .PDF files
may be attached to a single email.
Paper: An original copy of an invoice on white paper.
If submitting paper invoices, a separate invoice must be submitted
for each matter. When submitting invoices for multiple matters at
one time, each invoice must begin on a new sheet of paper and must
have a unique numerical identifier. Unique invoice numbers for
individual matters may be created by adding a suffix to the invoice
number created by your system (e.g., 12345 1, 12345-2, 12345-3,
etc.)
Paper invoices should be sent to ABB c/o LexisNexis, a division of
Reed Elsevier Inc. Attn: CounselLink Invoices, 1801 Varsity Drive,
Raleigh, NC 27606
Invoice Returns
Invoices and the charges they reflect that in all respects conform
to this Policy will be promptly processed for payment. Invoices or
charges that do not conform to this Policy may be returned to your
firm, in whole or in part, for correction. Invoices may also be
returned for the following reasons:
- Firm has not acknowledged these guidelines
- Invoice is not in the proper format
- Invoice contains a math error
- Invoice contains block billed charges
- No invoice number
- Duplicate invoice number
- Invoice date is in the future
- Charge date is in the future
- Invoice is an exact duplicate of previous invoice
- Fee charges do not contain a date
- Fee charge does not contain date, timekeeper, units and rate
- Time increments not in tenths of an hour
- Unknown timekeeper
- No approved rate
- Expense charge has no description
- Unknown or incorrect LF Matter ID
- At Client’s discretion
Block Billing on Invoices
Invoices should set forth in detail the distinct tasks and
activities performed by each professional, the time expended in
tenths of an hour and fees charged for that work in separate time
entries. Additionally, the task description must be sufficiently
descriptive in order to identify the facility, location or office
involved. Descriptions of blocks, batches of activities or tasks
under one charge (i.e., “block-billing”) are unacceptable. Invoices
that contain any “block” billing entries will be
returned.
For example, an invoice containing the following entry will be
returned:
Hours Description
1.5
Reviewed plaintiff’s interrogatory responses; prepared letter to
opposing counsel regarding settlement options; continue drafting
motion for summary judgment.
If submitting a LEDES file, or emailing a PDF, an acceptable method
to enter the time entry would be:
Hours Description
1.5 Reviewed plaintiff’s interrogatory responses
(.3); prepared letter to opposing counsel regarding settlement
options (.4); continue drafting motion for summary judgment (.8).
CounselLink Customer Support
CounselLink technical expertise is available to our outside counsel
at no cost.
For technical support, please contact LexisNexis CounselLink's
Customer Support Department at 800-600-2282, option
2. If outside the United States, please contact +1-919-378-2713.
EXHIBIT B
DOCUMENT ATTACHMENT
Law firms are able to attach case supporting documents such as
pleadings, status reports and third-party invoices electronically to
either an invoice or a matter. Outside counsel may be requested to
upload specific documents to a matter or invoice. Documents will be
permanently attached to the invoice or matter unless removed by the
individual who attached them. Only the law firm and Client will be
able to view the documents. Most document formats are accepted
including PDF files.
PLEASE DO NOT USE DOCUMENT ATTACHMENT TO SUBMIT LAW FIRM
INVOICES.
Attaching a document to an Invoice (e.g. expense receipts)
- Log in to www.counsellink.net
- From the Home page, click on either Created or Scheduled
Invoices (dependent upon the status of your invoice)
- Click on the CounselLink Invoice Number
- To add or search for a document , click on the Documents link
- To add a document, click on the Add Document link
- Type in the document name as you want it to appear in
CounselLink
- Browse your file directory for the document to add by clicking
the Browse button
- Select the Category from the drop down
- Select “Yes” from the Shared drop down
- Select “Public” from the Access Level drop down
- Enter a free form description of the document in the Description
box
- Enter a key word to assist in future searches in the Key
Word box
- Click on Save
Attaching a document to a Matter (e.g. Initial Report, pleadings,
summaries)
- Log in to www.counsellink.net
- From the Home page, click on Matter Search
- Enter the Matter Search criteria
- Click on the Matter ID or Matter Title
- Select Documents from the Action drop down
- Type in the document name as you want it to appear in
CounselLink
- Browse your file directory for the document to add by clicking
the Browse button
- Select the Category from the drop down
- Select “Yes” from the Shared drop down
- Select “Public” from the Access Level drop down
- Enter a free form description of the document in the Description
box
- Enter a key word to assist in future searches in the Key
Word box
- Click on Save