[Code of Federal Regulations]
[Title 10, Volume 4]
[Revised as of January 1, 2004]
From the U.S. Government Printing Office via GPO Access
[CITE: 10CFR719.21]

[Page 398-399]
 
                            TITLE 10--ENERGY
 
                    CHAPTER III--DEPARTMENT OF ENERGY
 
PART 719_CONTRACTOR LEGAL MANAGEMENT REQUIREMENTS--Table of Contents
 
                      Subpart C_Engagement Letters
 
Sec.  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

[[Page 399]]

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 Sec. Sec.  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.