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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
Governing Law and Disputes
Negotiation strategy
Advocate for a jurisdiction with predictable legal outcomes and a strong track record of enforceability. Ensure arbitration rules are aligned with the company's interests.
Negotiate for a jurisdiction that offers a balanced approach to dispute resolution. Consider proposing mediation as a first step to avoid costly litigation.
Essential elements
1
Governing Law
Applicable law for the agreement.
2
Jurisdiction
Court or arbitration location.
3
Arbitration Rules
Procedures for resolving disputes.
Action framework
ACCEPT
Propose edits if the jurisdiction is not neutral or common law-based.
EDIT
Reject if the clause mandates an unfavorable jurisdiction.
ADD
Add language for mediation or expert determination if absent.
PRO TIP
Always ensure the governing law and jurisdiction are mutually agreed upon to avoid future conflicts.
Real-world examples
FAVORABLE
Preferred New York Governing Law
"This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of laws principles."
NEUTRAL
Standard Arbitration Clause
"Any dispute shall be settled by arbitration in accordance with the ICC rules. The seat of arbitration shall be London."
UNFAVORABLE
Unilateral Jurisdiction Clause
"The parties submit to the exclusive jurisdiction of the courts of the Contractor's home state."
Alternative scenarios & positions
High-Risk Projects
For high-risk projects, consider adding more detailed escalation procedures to manage potential disputes effectively.
Cross-Border Transactions
In cross-border deals, ensure the governing law is neutral and internationally recognized to facilitate enforcement.
Technology Agreements
For tech agreements, include expert determination clauses to resolve technical disputes efficiently.
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WEEK 1
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WEEK 2
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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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