Sometimes outside counsel guidelines need to bend, but not be burdened with statements of the option

In any given matter, for any given requirement governed by your guidelines for outside counsel, the supervising attorney may properly decide to waive or modify the requirement. Law departments could state that option expressly before every requirement (“Unless otherwise modified or waived by the supervising attorney, the Firm must …..”) but that becomes cumbersome and lengthens the guidelines to no benefit. An alternative is to write a sentence at the start of the guidelines that recognizes the realities of individual, matter-specific decisions.

Of course, no general counsel wants supervising attorneys to blithely gut the agreement or create a patchwork of exceptions and modifications. That extreme aside, don’t engorge your guidelines with lawyerly phrases repeating a right you already have (See my post of July 11, 2008: guidelines for outside counsel with 16 references.).

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