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PLAYBOOK TEMPLATES
Outside Counsel Billing Guidelines
Outside Counsel Billing Guidelines set the standards for law firm engagement, billing, and matter management. This playbook details compliance expectations, expense policies, and audit rights.
Table of Contents
Assignment and Change Control
Negotiation strategy
Ensure that any assignment or change of control does not compromise the company's strategic interests. Negotiate for consent rights and exceptions for affiliates and corporate transactions.
Seek flexibility in assignment rights to facilitate potential business restructuring. Ensure that any restrictions are reasonable and do not hinder operational efficiency.
Essential elements
1
Assignment Restrictions
Limits on transferring rights.
2
Consent Rights
Approval needed for assignments.
3
Change of Control
Provisions for ownership changes.
Action framework
ACCEPT
Propose edits when the clause is too restrictive or lacks clarity on permitted assignments.
EDIT
Reject if the clause unreasonably limits business flexibility or lacks mutual consent provisions.
ADD
Add language to address specific risks related to competitors or strategic interests.
PRO TIP
Clearly define 'Affiliate' and ensure change-of-control provisions are aligned with business objectives.
Real-world examples
FAVORABLE
Preferred Assignment Clause
"Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed."
NEUTRAL
Standard Notification Requirement
"In the event of a change of control, the affected party shall notify the other party within thirty (30) days."
UNFAVORABLE
Restrictive Assignment Clause
"No assignment or transfer of rights is permitted under any circumstances without explicit consent."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure clauses provide for immediate termination rights if a change of control introduces significant risk.
Joint Ventures
In joint ventures, balance assignment rights to allow for strategic realignments while protecting core interests.
Mergers and Acquisitions
During M&A, ensure clauses allow for seamless transitions without triggering termination rights unnecessarily.
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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