CFR > Title 10 - Energy > CHAPTER III—DEPARTMENT OF ENERGY > PART 719—CONTRACTOR LEGAL MANAGEMENT REQUIREMENTS > SUBPART C—Engagement Letters (§719.20 to §719.21) > 719.21—What are the required elements of an engagement letter?

719.21—What are the required elements of an engagement letter?

(a) The engagement letter must require retained legal counsel to assist the contractor in complying with this part and any supplemental guidance distributed under this part.
(b) At a minimum, the engagement letter must include the following:
(1) A process for review and documented approval of all billing by a contractor representative, including the timing and scope of billing reviews.
(2) A statement that provision of records to the Government is not intended to constitute a waiver of any applicable legal privilege, protection, or immunity with respect to disclosure of these records to third parties. (An exemption for specific records may be obtained where contractors can demonstrate that a particular situation may provide grounds for a waiver.)
(3) A requirement that the contractor, the Department, and the General Accounting Office, have the right upon request, at reasonable times and locations, to inspect, copy, and audit all records documenting billable fees and costs.
(4) A statement that all records must be retained for a period of three (3) years after the final payment.
(c) The contractor must obtain the following information from retained counsel:
(1) Identification of all attorneys and staff who are assigned to the matter and the rate and basis of their compensation (i.e., hourly rates, fixed fees, contingency arrangement) and a process for obtaining approval of temporary adjustments in staffing levels or identified attorneys.
(2) An initial assessment of the matter, along with a commitment to provide updates as necessary.
(3) A description of billing procedures, including frequency of billing and billing statement format.
(d) The contractor must obtain retained counsel's agreement to the following:
(1) That in significant matters a staffing and resource plan for the conduct of the matter must be submitted by the retained legal counsel to the contractor in accordance with the requirements of §§ 719.15 and 719.16.
(2) That alternative dispute resolution must be considered at as early a stage as possible where litigation is involved.
(3) That retained counsel must comply with the cost guidelines in subpart D of this part.
(4) That retained counsel must provide a certification concerning the costs submitted for reimbursement that is consistent with the certification in the Attachment to Appendix A to this part.
(5) That professional conflicts of interest issues must be identified and addressed promptly.
(e) Additional requirements may be included in an engagement letter based on the needs of the contractor or the office requiring the Department retained counsel.