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:
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:
        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:
        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:
        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
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:
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)
Attaching a document to a Matter (e.g. Initial Report, pleadings, summaries)