OUTSIDE COUNSEL BILLING AND STAFFING POLICY

The terms and conditions of this Outside Counsel Billing and Staffing Policy (this "Policy";), as amended from time to time by Oath Inc. and its subsidiaries and corporate affiliates (collectively, “Company,” “we,” “our,” or “us”), govern your representation of Company on all matters. Collectively, “You” and “your” means: (1) the law firm or legal services provider named in a signed agreement between Company and such law firm or legal services provider, and (2) all personnel, representatives and vendors of such law firm or service provider. We may amend this Policy unilaterally from time to time in our sole discretion; however, we will provide reasonable notice prior to the effective date of any changes by providing you with a copy of the Policy directly or via Company's eBilling vendor.
 

1. ENGAGEMENT.

1.1. Retention. You acknowledge and agree that all law firms and outside legal service providers must be engaged and supervised through Company’s Legal Department. You will obtain written authorization by Company’s lead for the matter, as identified in the matter’s engagement letter (the “Company Lead”) before proceeding with any work. You will not discriminate on the basis of race, color, religion, national origin, sex, sexual orientation, age, disability, veteran status or other characteristics protected by law. All work product created for or utilized for Company matters is owned solely by Company.
1.2. Communications. You will keep the Company Lead updated fully, regularly and in a timely manner about each matter, and you will respond promptly to Company requests. You may only use overnight mail, delivery or courier services if necessary, and you must document what was sent, the relevant legal matter, and the person to whom the correspondence was sent. You will ensure that your computer networks are properly configured to receive large electronic attachments. Your email communications must include the following (or a substantially similar) confidentiality statement: “This e-mail and any attachment are privileged and confidential. If you have received this e-mail in error, please notify the sender and destroy it immediately.” When sending documents for comments, you will send such documents in an editable format, preferably Microsoft Word, pre-scanned with an up-to-date virus checking program before transmission to us. When documents are sent to opposing counsel or filed electronically, you will ensure that documents are stripped of hidden metadata (e.g., internal comments, previous editors of the document, etc.) before transmission. You will confirm the lack of activity for any open litigation matter, other than a general or miscellaneous matter, on which no developments have occurred during the prior six months. If the Company Lead is not located in the country in which legal work is being performed, you will copy a local or regional attorney from Company on all communications with the Company Lead, as directed by the Company Lead.
1.3 Conflicts of Interest.
1.3.1. Conflict Checks. You will: (a) remain free of conflicting interests and the appearance of impropriety at all times; (b) thoroughly check for actual or potential conflicts of interest; (c) review Exhibit 21.1 to Verizon Communications Inc. (“Verizon”) Securities and Exchange Commission Form 10-K, which lists Verizon's subsidiaries, and request an up-to-date listing of subsidiary companies to facilitate a conflicts check; (d) immediately advise us upon your discovery of a conflict or potential conflict, even if you believe that the matter does not amount to a directly adverse potential conflict; (e) immediately bring the matter to the attention of the Company Lead and resolve the actual or potential conflict prior to providing any services to Company (or any additional services should the conflict or potential conflict be discovered after commencing work for Company); (f) immediately advise us of actual or potential representations that may be or may become adverse to the interests of Company (including its interests in a fiduciary capacity) or of any situation that you know or have reason to know may involve a conflict of interest, before any representation commences or continues; and (g) prior to accepting any engagement and during such engagement, provide Company at no expense with any publications, presentations or other public writings by any member of your organization that directly relate to the facts at issue in the engagement or that might negatively impact the engagement.
By accepting an engagement from Company, you represent that a conflict check has been conducted, that all disclosures required by this Section 1.3.1 have been and will be made, that no actual or potential conflict of interest exists. Accepting additional engagements from Company constitutes your continuing representation that conflict checks have been conducted as to each matter and that no conflicts of interest exist. Actual and potential conflicts of interest are treated the same way for purposes of this Policy.
Third party subpoenas seeking information from Company constitute potential conflicts. Prior to sending such subpoenas, you will discuss the matter with Kyle Martin, Senior Manager of Legal Operations (kmartin@oath.com).
1.3.2. Conflict Waivers. Requests to waive an actual or potential conflict must be made at the earliest possible time after discovery of the conflict, via a signed letter on your letterhead or by an email to the Company Lead. Conflict waiver request letters will set forth all relevant facts about the conflict, including the following: the identity of the other client; the specific work to be performed for the other client (after obtaining the client's authorization to make such disclosure); the type of work performed by your organization for Company; whether your organization has obtained written consent of the other client, in accordance with laws and rules; the identity of individuals within or for your organization who will perform the engagement for the other client and their location; the individuals within your organization who perform, and will perform (to the extent known), work for Company; whether the adverse representation concerns subject matter or substantive law that may be important to Company; a discussion of your analysis, under the applicable code of professional responsibility or rules of professional conduct, that a waiver is consistent with the rules of ethics applicable to the particular jurisdiction; and a list of all Company legal department personnel whom you know to be working on the matter for which the conflict waiver request is sought.
Company will consider conflict waiver requests in its sole discretion on a case-by-case basis. No general, prospective or unlimited waivers will be considered. Any advance waivers that you may have received in the past are expressly terminated by this Policy, unless you send a written request to the Company Lead including a copy of such advance waiver and receive a confirmation agreeing to continue the advance waiver signed by a Company Vice President. Any clause in an engagement letter that purports to constitute an “advance” or forward-looking waiver of a future conflict of interest will not constitute a valid or “approved” modification in writing of this Policy, unless such engagement letter is signed by a Company Vice President, subject to the approval of the General Counsel.
Any conflict waiver will be conditioned on the following: (a) Company's right to reconsider its consent to the conflict waiver if the interests of outside counsel's other client or Company materially change; (b) no personnel involved in, or previously involved in, performing work for Company will work on the matter in conflict; (c) personnel working on the matter in conflict will, in the course of such work, neither consult with personnel involved or previously involved in performing work for Company, nor access such personnel's Company-related work product or files, including but not limited to imposition of an ethical screen acceptable to Company which appropriately restricts access to Company documents on your network (electronic and hard copy); (d) your organization will not represent Company or its conflicted client as litigation or dispute resolution counsel in any dispute arising from or out of the conflicting matter; (e) there is no chance of the parties becoming fundamentally antagonistic, or that Company's interests could in any way be prejudiced by granting the waiver; (f) confirmation that a conflicts waiver by Company does not waive your organization's duty to keep confidential all information about Company that is obtained during the representation of Company and with respect to such information, extends beyond any termination of the attorney-client relationship; and (g) such other conditions as Company, in its sole discretion, may require.
1.3.3. Additional Requirements. Company will not pay for time spent investigating, reporting and resolving actual and potential conflicts or preparing conflict waiver requests.
1.4 Confidentiality, Publicity and Ethics.
1.4.1. Confidentiality. You will: (a) other than for public court appearances and filings not made under seal (with the approval of the Company Lead, as set forth in this Policy), keep all Company information and Company matters confidential; (b) not release any opinion letters, memoranda, documents, records or other communications relating to your work for Company; (c) maintain reasonably necessary and appropriate procedures to protect all confidential Company information, including, without limitation, (i) measures to ensure your personnel are effectively supervised and comply with all confidentiality requirements, (ii) physical and technical access controls to confidential information, (iii) policies that prohibit removal of files from your premises, (iv) virtual private networks, and (v) encryption tools to protect files on laptops and memory sticks; and (d) not use third party cloud-based document tools to create and/or store confidential information relating to us or our matters without disclosure to and prior written approval by the Company Lead, provided that such approval is contingent upon your compliance with all requirements outlined in such approval.
If you engage third-party vendors who will have access to Company confidential or proprietary material, including work product, before any such vendor is given access to Company confidential or proprietary information, you will have the vendor sign a Confidentiality Agreement in the form and manner required by Company, and upon Company request, will deliver a copy of the Confidentiality Agreement to Company. Your use of any third-party vendor will not relieve, waive or diminish any obligation you have under this Policy, and you are solely responsible for the acts or omissions of any such third-party vendor. If you are permitted by the Company Lead to retain local counsel directly, then, in addition to any other obligations set forth in this Policy, before any such local counsel performs legal services for Company or is given access to Company confidential or proprietary information, you will obtain, retain, and transmit to Company a copy of this Policy signed by the local counsel as well as any engagement letter between you and the local counsel.
1.4.2. Publicity and Use of Company's Name. You will: (a) not offer media or other public comment (beyond ordinary, necessary, and approved public filings and required court appearances) concerning Company or engagements being handled for Company; (b) not respond to requests for media or public comment (beyond ordinary, necessary and approved public filings and required court appearances) on Company matters; (c) refer any inquiries or proposed public comment concerning Company or a Company engagement to the Company Lead for internal routing, except as otherwise permitted for court appearance (only Company will determine what, if any, comment is appropriate and, if so, who should comment); (d) not bill Company for time spent speaking to the media or preparing to do so without the Company Lead's prior consent to speak with the media about a matter; (e) not issue press releases, website promotions, statements to the media or marketing/public relations communications of any kind pertaining to Company or your work for or relationship with Company without prior written approval of the Company Lead; (f) not reference your past or present work for Company in any promotional or marketing materials, advertisements, websites or similar representations (beyond a simple acknowledgment in an attorney biography that Company was a client for a past matter), without prior written approval in each instance from our General Counsel and our corporate communications team; and (g) not use any Company logos, trademarks or service marks in your marketing materials without prior written approval, subject to any restrictions and policies Company may require in its sole discretion.
1.4.3. Ethical Conduct. You will: (a) conduct all work for Company—and all interaction with decision makers, regulators, opposing counsel and companies—according to the highest professional standards, as well as all applicable laws, rules, regulations and ethical canons; (b) ensure that all applicable personnel are members in good standing of the applicable state, federal or international bars or applicable professional governing body throughout the engagement; (c) notify the Company Lead immediately if that good standing changes or if you or any of your personnel are the subject of disciplinary action by any bar; (d) ensure that no fees, disbursements, gifts, transportation, lodging, entertainment, payments of any kind or items of value are given, authorized or promised in violation of any applicable law or regulation, and you understand and agree that violation of the foregoing will result in immediate termination of the engagement (you agree Company will not be liable for any such fees, payments, gifts or disbursements); (e) raise any concerns or disagreements with the approach or strategy required by the Company Lead, first with the Company Lead directly, and then, if necessary, with the Vice President responsible for the subject matter area; (f) immediately report any information you obtain regarding a Company employee, contractor or consultant's activities that violate Company's Code of Conduct to both the Ethics and Compliance Office and Company's Chief Compliance Officer, currently Jeffrey Novak (jeffrey.novak@oath.com); and (g) not give or offer to give gifts or gratuities, including gifts of cash or cash equivalents (e.g., gift certificates, securities, loans, etc.) to any Company employee; provided, however, unsolicited gifts and business courtesies, including meals and entertainment, are permissible only if the gift or courtesy is: (i) a customary and commonly accepted business courtesy, (ii) not excessive in value, and (iii) given and accepted without an express or implied understanding that the employee or Company are in any way obligated by acceptance of the gift.
1.5. Malpractice Insurance. You will maintain legal malpractice insurance coverage that is reasonable and prudent in relation to the type and size of matters handled. If you do not have such coverage, or if coverage is cancelled and is not immediately replaced with comparable coverage, you will immediately report this to the Company Lead.
1.6. Termination of Engagement. Subject to any applicable rules of professional responsibility, any engagement may be terminated at any time with notice by you or us. Upon termination, in addition to any obligations imposed by law, regulation or code of professional responsibility, you will take all steps reasonably requested by Company to transition the matter(s) as directed, at no additional cost to Company, including promptly delivering all pertinent files, research, memoranda, pleadings, communications, records, drafts and other related material, including electronic copies of documents (in Microsoft Word or equivalent or Adobe “.pdf” formats), and ensure that the Company Lead is aware of all relevant dates and deadlines in the matter.
1.7. Litigation Engagements.
1.7.1. Early Case Evaluation. No later than sixty (60) days after receiving a complaint that names Company as a defendant, or as otherwise designated by the Company Lead, you will give the Company Lead an oral (or, if requested by the Company Lead, written) assessment of Company's exposure, the likely cost of litigating the case to conclusion, and the amount (if any) for which outside counsel recommends that Company settle the matter (a “Defense Case Evaluation”). The Defense Case Evaluation will include a list of all relevant timekeepers assigned to the matter in accordance with the provisions of Section 2 below, with identification of the billing rate(s) as provided in this Policy. Unless directed otherwise by the Company Lead, when representing Company as plaintiff or claimant, you will prepare an oral (or, if requested by the Company Lead, written) case assessment of Company's recovery prospects, the likely cost of litigating the case to conclusion, and a strategy for resolving the matter in the most cost-effective manner possible (e.g., proposed settlement strategy/amount, motions likely to be dispositive, etc.) (a “Claimant Case Evaluation”), prior to the filing of an initial pleading on behalf of Company and in accordance with Company Lead's instructions. Unless directed otherwise by the Company Lead, you will update any Claimant or Defense Case Evaluation at least quarterly. Unless directed otherwise by the Company Lead, and within sixty (60) days, you will provide to the Company Lead a written proposed budget for the matter, which must be provided with an estimate for fees, disbursements and costs on a quarterly basis for four (4) quarters as set forth in Section 3.3.3 below.
1.7.2. Motion Practice and Review of Court Papers. You will consult with the Company Lead before engaging in any motion practice and provide the Company Lead sufficient time to review all court papers involving substantive legal issues.
1.7.3. Discovery. You will: (a) coordinate all requests for documents, persons and information incidental to discovery with the Company Lead and whomever the Company Lead designates to manage the arrangements for interviews of Company employees in connection with the matter; (b) not contact internal Company personnel independently, without prior approval; (c) unless waived by the Company Lead, copy the Company Lead on all communications with Company personnel, contractors and consultants; (d) before commencing any discovery, develop and submit to the Company Lead a discovery plan for document collection and production, interrogatory preparation and depositions, in order to assist with determining whether the document collection, deposition or other discovery is necessary and cost effective; (e) as required by Company, use certain Company preferred vendors providing discovery or litigation services, including contract attorney firms for document review, and you will not, absent approval of the Company Lead, engage such vendors directly nor use contract attorneys or other temporary personnel on Company matters; (f) inform the Company Lead of all depositions, hearings, court appearances and preparation sessions so that someone from Company may participate in all such events; (g) not waive deponents' right to review and sign their depositions or stipulate to the contrary without the Company Lead's prior consent; (h) update the Company Lead to provide a report promptly following a meeting, hearing, deposition or court appearance, if a Company attorney is does not attend such event; and (i) not bill for more than one timekeeper to attend court appearances, depositions and associated preparation sessions, absent advance approval by the Company Lead.
1.7.4. Appeals. You will promptly inform the Company Lead of any adverse ruling so Company can make a decision regarding appeal. You will take all steps necessary to protect the interests and preserve appeal rights of Company pending a decision to appeal, but no appeal may be made without approval from the Company Lead.
1.7.5. Settlement. You will (a) immediately report all settlement offers or overtures to the Company Lead, along with your analysis and recommendation for how to proceed; (b) not agree to settle a case on Company's behalf, release any substantial right, or otherwise commit Company on any major issue without the Company Lead's prior written approval; and (c) not offer or reject an inquiry regarding ADR or settlement without first consulting and securing authority from the Company Lead.
1.7.6. Files. You will, when requested by the Company Lead, provide Company's in-house counsel with copies of all legal pleadings, filings, memoranda, settlement agreements and other documents in electronic form at no cost to Company and in the form and manner requested. You understand and agree that Company will not pay for the preparation of “enclosed please find” letters and you will not create form cover letters that summarize documents forwarded to Company unless requested by the Company Lead.
1.7.7. Additional Requirements. Without limiting anything else in this Policy, you will immediately notify the Company Lead of the following: (a) filings or threatened filings of a motion to compel discovery, motion for sanctions or any motion related to alleged spoliation of evidence; (b) notices to depose Company employees or representatives; (c) all formal and informal offers to compromise litigation; (d) all information related to the matter that may impact Company's public relations; (e) significant rulings by a court or other decision maker in an assigned Company matter; (f) assignments of trial, mediation, arbitration and hearing dates; (g) events that require the appearance or direct involvement of a Company representative; and (h) all verdicts.
1.8. Patent Prosecution Engagements. Additional terms apply to patent prosecution work done for Company’s Patent Asset Development Group. You and Company will agree to such additional terms prior to your engagement.

2. STAFFING.

2.1. Generally. Prior to commencing any engagement or making any changes in staffing once an engagement has begun, you will obtain the Company Lead's approval. You will use reasonable efforts to ensure assigned staff members remain assigned to the matter until its conclusion. You will not staff first-year associates on any Company matter. You will cooperate with the Company Lead in determining appropriate staffing and proactively seek opportunities to leverage Company's in-house legal and business resources whenever it is reasonable and cost-effective to do so. Absent approval from the Company Lead, no more than one partner and one associate attorney may be assigned to a matter. Paralegal assignment requires independent approval of the Company Lead. Other than for fixed fee engagements: (a) prior to accepting an engagement from Company, you will identify by name, title and billing rate each staff member to be assigned to the matter; and (b) you will ensure that each required activity is staffed at the most efficient level (paralegal, associate, senior associate, partner).You will not bill Company for fees or expenses incurred for staff members to learn substantive areas of law, to bring substituted staff members up to speed on a pending matter, or to unnecessarily supervise tasks. You agree that only the minimum number of lawyers and other personnel necessary will attend conference calls, depositions, court appearances and all meetings. You will avoid duplication of effort when handling Company matters. You will obtain the prior approval of the responsible Company lawyer before any personnel commence legal research or draft any internal memoranda.
2.2. Departure of Lead Counsel. Should the lead outside counsel for a matter give notice of his/her intent to leave, you will provide the Company Lead at least forty-five (45) days advance notice of the lead outside counsel's planned departure or as soon as reasonably practicable, but in no event later than two (2) days after the lead outside counsel gave notice of his/her intent to leave. The Company Lead will decide whether to move work to a different provider or stay with the original provider. Regardless of the decision, you will provide a detailed transition plan and cooperate in every respect to transition work seamlessly.
2.3. Consultants, Expert Witnesses and Local Counsel. You will not retain any consultants, expert witnesses or local counsel without prior written approval from the Company Lead. We reserve the right to select service providers and/or make arrangements directly with them. In the event that we have a preferred provider for support services, you must use these suppliers on our matters unless directed otherwise by the Company Lead.

3. BILLING, BUDGETING & INVOICING.

3.1. Billing Fees/Rates.
3.1.1. Billing Practices. Company exists in a highly competitive advertising and media environment and is extremely conscious of cost. Company expects you to make a conscientious effort to control the cost of your work on Company’s behalf. Bills must be reviewed by the senior lawyer responsible for a matter for accuracy, consistency and reasonableness before submission to Company. All expenses will be billed at your actual cost without any overhead or profit factor. Estimates of all such expenses should be included in the budget or any approved revisions. You and Company will always endeavor to discuss project based or fixed fees for projects.
3.1.2. Fixed Fee Engagements. Fixed fees are all-inclusive. Unless agreed to as part of the engagement, no other costs or fees will be charged to or accepted by Company. On fixed fee engagements, you will still submit invoices with the detail specified in Section 3.4 herein.
3.1.3. Billable Fee Engagements. Before performing any billable work, you will provide Company with an Approved Rate Card. Any rates or services fees that deviate from the Approved Rate Card, including any new timekeepers or timekeeper classifications, must be agreed to in writing before billable work is performed under the engagement. You will discount rates as stated in the Approved Rate Card. Any discounts will be reflected on all bills and entered into Company's e-billing solution in a manner that allows Company to track such discounts. E-billing information is further detailed in Section 3.4.
3.2. Expenses & Billing Prohibitions.
3.2.1. Generally. It may be necessary for you to incur costs and expenses during the course of representation. Excluding travel-related expenses, any expense greater than $750 not specifically enumerated in an approved case budget must be pre-approved in writing by the Company Lead before such expense is incurred or billed to Company. Travel-related expenses are discussed in Section 4 of this Policy. You will: (a) list each expense as a single line item on every invoice; (b) describe each expense in sufficient detail (including the date, the person(s) who incurred the expense, the name of the recipient and the type of expense) to avoid any question of the nature of and reason for each expense; (c) retain all original receipts and records sufficient to document your expenses; (d) submit a copy of the receipt for every expense with each invoice; (e) obtain authorization from the Company Lead in advance and identify the recipient by name, for payments to court reporters, expert witnesses, outside contractors and other third parties; (f) bill expenses at the actual cost paid to the provider and ensure that any discounts, advances or refunds received are passed through to Company; and (g) submit all expenses and supporting documentation in English, even if Firm is located in a country where English is not the primary language.
3.2.2. Specific Billing Prohibitions. This non-exclusive list of non-billable items is provided for your convenience and does not supersede specific instructions elsewhere in this Policy. Please see Section 4 of this Policy for additional travel-related billing restrictions.
You may not bill the following expenses to Company:

  • expenses that were not incurred solely as a result of your work for Company;
  • expenses in excess of the actual cost incurred (i.e., no markups), or that could have been reasonably obtained at a lower rate;
  • communication charges, including telephone, conferencing and fax charges;
  • ordinary first class postage, express mail and courier services;
  • overhead, including secretarial and word processing time, overtime charges, storage expenses, conference rooms, rent, computer or information technology expenses, utilities and office supplies;
  • publications, subscriptions and any library expenses, including online databases such as Lexis and Westlaw;
  • document scanning, copying and printing;
  • costs involved in preparing files for closure, destruction or transfer to other counsel or Company;
  • expenses incurred locally, including for food, entertainment, lodging and transportation;
  • costs and expenses allocated to clients on a group-basis method of accounting (unless such accounting method results in a cost saving for Company);
  • costs to access or use Company's eBilling vendor;
  • late payment fees, interest, or penalties of any kind;
  • fees for Pro Hac Vice applications or certificates of good standing;
  • bank charges made by your bank against Company bank transfers; and
  • expenses described as “miscellaneous” or “sundry” expenses.

You may not bill the following tasks to Company:

  • duplicative or unnecessary work (e.g., attendance by more than one attorney at meetings or proceedings);
  • educating or training your personnel;
  • unauthorized legal research or memoranda;
  • troubleshooting technical issues;
  • time devoted to case plans, budgets, accruals, staffing, the terms of representation, fee arrangements or billing issues;
  • administrative tasks, including conflicts checks, conflict waivers and audit letter responses;
  • clerical or secretarial work, including word processing, proofreading and any other non-professional services;
  • time spent by attorneys performing paralegal work;
  • document production tasks that should be performed by our preferred discovery vendor;
  • unauthorized document translation;
  • time spent traveling or making travel arrangements;
  • file creation, retrieval, organization, maintenance and storage; and
  • time spent preparing files for closure, destruction or transfer to other counsel or Company     

Notwithstanding the foregoing in this Section 3.2.2, if Firm is located in the EMEA or APAC regions, then Firm may expense to Company: (i) the cost to Firm of international phone calls, (ii)  the cost to Firm of stamp and court fees, (iii) the cost to firm of courier services and (iv) printing at a rate of $0.05 cents per page. All other billing restrictions in this Section 3.2.2 still apply.
3.3 Strategy and Budgeting.
3.3.1. Generally. Unless waived by the Company Lead, you will provide to the Company Lead both an initial case plan and an initial budget outlining a best estimate of what Company can expect to spend for each matter. Both the initial case plan and the initial budget must be approved by the Company Lead before you commence any work. We will not process bills until a case plan and a budget proposal are approved by the Company Lead unless s/he has waived this requirement.
3.3.2. Case Plans. The initial case plan will include, at a minimum, your general approach and strategy. You will update the case plan, as reasonably necessary, to reflect developments in the engagement. In no event will you charge us for time or expenses associated with preparing a case plan.
3.3.3. Budgets. The initial budget will include, at a minimum: (a) the estimated time period of matter; (b) the name and time keeper classification of each proposed staff member; (c) a copy of the Approved Rate Card; (d) estimated level of effort; (e) expenses, as permitted by this Policy, disbursements and total cost to Company by quarter; and (f) estimate of worst-case damage exposure for Company (for litigation). Once approved, you will enter the revised budget into our e-billing system for the applicable matter. Before incurring costs that exceed an approved budget, you will submit a request to revise the budget in writing to the Company Lead for approval. Company will not pay fees or expenses that exceed the currently-agreed case budget by ten percent (10%) or more.
3.4. Billing and Payment.
3.4.1. Invoicing. Each invoice you submit must contain sufficient information for the Company Lead to review the necessity, nature and cost of legal work. You will submit invoices for costs and fees prior to the 23rd of each month. Fees submitted thirty (30) days after they were incurred will be discounted as set forth in the MRA. You will generate a separate invoice for each matter and each calendar month. You will separately identify any expenses and the following: (a) the designated matter name, Company legal billing code (if any have been provided), the attorneys and other billable professionals performing each task, and other identifiers agreed upon with the Company Lead; (b) the name of the Company Lead; (c) all dates of service and the time period covered by the invoice; (d) the name and position (i.e., “Partner,” “Associate,” “Paralegal,” etc.) of the individual performing each task; (e) the date each task was performed; (f) the nature and description of each task performed; (g) the hourly rate for each attorney or legal assistant; (i) the charge associated with each task (time × rate); (j) a detailed description of expenses and disbursements; (k) the total fees and disbursements made from inception of the engagement to date; (l) a summary of all timekeeping/bill management hours, including rate and total number of hours by individual; and (m) time spent on tasks, which should be billed in increments no greater than 1/10th of an hour. Oath does not allow block billing (i.e., each entry should reflect a separate task and the amount of time spent on the task). Example:                                                                                                                                                            

Entry

Time

Unacceptable: Review and revise brief in opposition; draft and review email to K. Martin re litigation strategy; draft correspondence to opposing counsel; legal research re reply brief

6.5

Acceptable: Review and Revise brief in opposition (2.0); draft and review email to K. Martin re litigation strategy (.1); draft correspondence to opposing counsel (.1); legal research re reply brief (4.3)

6.5

 

You agree to participate in and bill via Company's eBilling vendor. Company’s Legal Operations Team (oathlegalbilling@oath.com) is the primary contact for administrative and technical questions relating to use of Company's eBilling vendor. Unless pre-approved by Company, you will submit all statements and bills in Legal Electronic Data Exchange Standard (LEDES) format through Company's eBilling vendor (except for receipts, which may be attached to the bills via a non-LEDES format). More information on the LEDES format is available from LEDES.org and from Company's eBilling vendor. Wherever Company is unable to process your bills via an electronic invoicing system, you will provide bills to Company via the means and methods directed by the Company Lead.
You represent, warrant and covenant that the legal services and disbursements reflected in your invoices reflect time or charges actually incurred, are accurate, reasonable for the matter involved, necessary to properly provide legal services to Company, and are consistent with this Policy. You will retain expense reports and related original receipts for all disbursements billed to Company for no less than four years from the date a matter concludes or for the time period specified by rule or law, whichever is longer. You will maintain such records in accordance with Generally Accepted Accounting Principles (GAAP) and maintain such records as may be necessary to adequately reflect the accuracy of the charges and invoices for reimbursement.
Company reserves the right to audit your compliance with this Policy, including: your invoices, billing records and expenses, and your policies and procedures related to information security and physical security. Audits may occur during your normal business hours upon seven (7) calendar days' written notice. You will cooperate with the persons selected by Company to perform such an audit, whether they are Company employees or third party persons unaffiliated with Company. Where an audit discovers overbilling, you will extend a credit against future legal fees or a prompt refund of the overbilled amounts, in Company's sole discretion. If such overbilling is five percent (5%) or more, you will pay Company the reasonable, documented costs of the audit. Where an audit discovers under-billing, subject to the terms of this Policy, you may invoice Company for the unpaid amount, and we will pay you.
Where applicable (usually, but not always, where VAT taxes apply), Company will not reduce or change your invoices in any way. If Company believes an invoice must be reduced or changed, Company will reject the invoice (and where possible, provide comments), and you will resubmit the invoice. You and Company will rely on our eBilling vendor’s protocols to ensure the authenticity of origin, the integrity of content and the legibility of invoices for the life of each invoice.
In order to comply with tax laws in certain countries, once you upload an electronic invoice into our eBilling vendor, you will mail the original hard copy invoice to Tracy Hickey at Oath, 125 Shaftesbury Ave, London, WC2H 8AD, United Kingdom.
Company will not, under any circumstances, pay late payment charges.
3.4.2. Accruals. Accruals allow Company to manage all potential financial obligations. An accrual reflects all fees and expenses incurred or anticipated during a given calendar month, and for which you may bill Company as outlined in this Policy. If you expect to bill Company for any fees and expenses for a given calendar month, then you will: (a) provide an accrual amount for that month via Company's eBilling vendor, or as directed by the Company Lead; (b) ensure that the accrual amount accurately reflects all known and anticipated fees and expenses likely to be incurred during the month for which you are submitting the accrual (although accruals must exclude tax); (c) ensure that the accrual is consistent with the current budget forecast; and (d) submit the accrual by the 23rd day of each month (except December, when accruals are due by December 16). If accruals are not timely submitted or if they are inconsistent with the forecast, invoices may be held.
3.4.3. Payment Terms.  All invoices must be reviewed and approved by Company’s Legal Department before submission to Accounts Payable. The Company Lead will use good faith efforts to ensure that undisputed LEDES bills submitted through Company's eBilling vendor will be reviewed within thirty (30) days after they are posted. You will not be entitled to charge any late fees or penalties under this Agreement. We understand that you may desire to have expedited payment of large invoices at the end of the calendar year or your fiscal year. While we will endeavor to expedite such payments, we cannot commit to payment terms in deviation of our standard policy. Payments issued by Company will be made by electronic funds transfer, which you agree is an acceptable method of payment. Payment funds will be deposited directly into your bank account at no charge. The Company Lead may write off time associated with tasks that have vague, incomplete, or insufficiently detailed descriptions.
If an invoice is received after it is due, Company will discount the invoice by ten percent (10%) for each month it is late. You understand and agree that Company will not pay—and is not liable for—invoices or time entries submitted for payment more than 90 days after the earliest date of work performed. Bills that do not meet the requirements outlined in this Policy will be reduced by the Company Lead, if not first reduced by you.

4. TRAVEL EXPENSE POLICY.

GENERAL:

  • BCD Travel is Company’s global travel agency partner. You are not obligated to use BCD Travel however if assistance is needed, there is a non-employee travel request form, which can be obtained from a Company employee.
  • You must:     
    • Pay for travel and bill Company with an invoice including required detailed back up.
    • Accept the lowest airfare or hotel rate offered for the time and location needed.
    • Use preferred Company vendors as directed or when logical to do so.    
  • Company’s preferred airlines are: United, Delta, Lufthansa, Air Canada, Air France, KLM, Virgin Atlantic, All Nippon, Southwest, Alaska, Alitalia, Brussels & Swiss (Subject to change).     

AIR TRAVEL:

  • You represent that airline preference or mileage programs will not influence your travel arrangements.
  • Declining a lower fare for the purpose of upgrading with mileage is not permitted
  • Non-refundable fares must be used unless the refundable fare is less than a $250 difference. (The fee to change the ticket)   

CLASS OF SERVICE:

  • Business Class is permitted for international flights over 6 hours, if approved in advance by the Company Lead. If Business Class is not available no premium upgrade is permitted, i.e. first class is never permitted.     

LODGING:

  • The hotel rate per night must be at or below the company City Standard Rate for the location or a maximum of USD $250 (or equivalent) per night for locations with no City Standard Rate. All lodging must be pre-approved by the Company Lead.   

GROUND TRANSPORTATION:

  • The Company has negotiated corporate rates with Avis, Enterprise, National and Budget.
  • Insurance is included in the corporate rate when you book a rental car through BCD Travel.
  • Company has negotiated rates with BLS Limo, Groundlink and Mosaic when limousine service is the only ground option.     

5. MISCELLANEOUS.

5.1. Captions and Construction. Captions in this Policy are for convenience only and will not affect the interpretation or construction of this Policy. As used in this Policy, (i) “days” mean calendar days unless otherwise stated, (ii) “include” and “including” mean “including, without limitation,” and (iii) “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable.
5.2. Deviation from this Policy. We understand that in rare instances, you may request to deviate from one or more of the provisions in this Policy. Such requests will be considered on a case-by-case base and will be granted or denied in Company's sole discretion.
5.3. EMEA Records Retention. Company requires outside counsel to retain expense reports and related original receipts for all disbursements billed to Company’s EMEA Region for no less than ten years from the date a matter concludes, or for the time period specified by rule or law, whichever is longer. Records must be preserved for a minimum period of ten years from the date of payment.