About this Policy

Last Updated and Effective Date: September 2026

This Outside Counsel Policy (this “Policy”) governs our relationship with Outside Counsel, legal advisors, and related providers of legal support and services (collectively, “Legal Service Providers”). In this Policy, Link Logistics Real Estate and its affiliates are referred to as “Link,” “we,” or “our,” and any law firm retained by Link, and any vendor retained in connection with the engagement of a law firm, is referred to as “Outside Counsel,” “you,” or “your.”

This Policy takes effect when you begin work on any Link matter and supersedes prior billing guidelines, but not an executed engagement letter, approved alternative fee arrangement, or approved matter-specific terms. If Outside Counsel is unable to comply with any provision of an updated Policy, Outside Counsel shall notify our Legal Operations Department in writing, at accountspayablelegal@linklogistics.com, within thirty days of receiving the updated Policy to request an exception. If Outside Counsel remains unable to fully comply, the noncompliant provisions of the updated Policy will not apply to that firm’s ongoing matters, and Link will determine whether to continue retaining that firm on those matters or any new matters. 

By submitting an invoice, Outside Counsel is deemed to accept this Policy. Link may reject, or withhold payment on, any portion of an invoice that does not comply with this Policy. Link reserves the right to revise this Policy periodically; Outside Counsel will be given timely notice of any revisions and is expected to comply beginning with the next billing cycle after receipt, with the changes applying to all matters in process.

We use an E-Billing platform to streamline the receipt and processing of legal invoices from all Legal Service Providers and to help manage our matters. You are responsible for maintaining an up-to-date firm profile in our E-Billing platform and for designating a Lead System Administrator (“LSA”) to create users and help carry out this Policy. For purposes of fair notice, we will treat communications to your LSA as sufficient notice of any Policy changes.

Your LSA is the main point of contact for questions about our E-Billing platform. Direct any other questions about this Policy or your engagement to the Link employee primarily responsible for your engagement (the “Lead Company Person”) and, if different, the Link in-house attorney primarily responsible for the applicable matter (the “Lead In-House Counsel”). You may also contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com.

A Link business stakeholder may identify a legal need and contact Outside Counsel. Before beginning substantive work or incurring fees beyond a brief initial intake, Outside Counsel must notify the appropriate Link in-house attorney in writing, copy Legal Operations, and obtain written approval of the engagement and initial scope of work. Fees incurred without the required notice and approval may be reduced or rejected, in whole or in part, and Link reserves the right to withhold payment for legal fees incurred in connection with unauthorized or improperly authorized work. If immediate action is reasonably necessary to protect Link’s interests, Outside Counsel may undertake only the work necessary to address the urgent issue and must provide notice as soon as practicable, but no later than the next business day.

Standard of Care

Link expects all its Outside Counsel to provide high-quality service, be accountable for results, display integrity in all that is done, comply with all applicable laws and professional and ethical standards of conduct, and work with the Link team to achieve the best outcome for Link in each legal matter. Link expects that all members of Outside Counsel’s firm will be knowledgeable about and comply with this Policy.

Planning and Evaluation

TIMEKEEPER STAFFING REQUIREMENTS

We consider proper staffing to be one of the most crucial elements leading to the success of a matter. The following outlines our expectations for your management when staffing our matters.

• General
  For each matter, the E-Billing platform designated Lead Outside Counsel should communicate a timekeeper staffing plan with our Lead Company Person and receive approval of the plan. For matters requiring budgets, the timekeeper staffing plan should be consistent with the approved budget. The Lead Outside Counsel should monitor and manage the efficiency, effectiveness, and quality of the work product provided.
  
  
• Expertise and Efficiency
  We expect you to staff our matters in a high quality and cost-efficient manner. We expect you to develop and use competent and qualified resources who are familiar with the legal issues in our matters and who have expertise in areas of law associated with our matters. We will not pay for training where it is reasonable that your resources should have the requisite expertise. We expect you to engage as few timekeepers as possible at each level, and minimize turnover of timekeepers on matters, especially at senior levels.
  
  Link generally will not agree to the assignment of summer associates or student interns to work on Link matters unless special permission is obtained in advance. Link expects Outside Counsel to use paralegals instead of lawyers whenever a task does not require a juris doctorate. For certain activities, such as file review, compiling and digesting documents and transcripts, due diligence, and similar functions, Lead Outside Counsel is required to consult with and obtain the approval from the Lead In-House Counsel before using law firm personnel for such activities. 
  
  Unless approved in advance, only one attorney should attend a deposition, and preparation should be led by one attorney without duplicative review by other timekeepers. For a routine fact or percipient witness, total deposition-specific preparation time across all timekeepers should not exceed the lesser of twice the expected deposition length or eight attorney hours without prior written approval from the applicable Lead In-House Counsel.
  
  
• Diversity
  At Link, we honor and celebrate the diversity in our team, which enriches our work lives and drives diversity of perspectives in our decision making. We are committed to providing a work environment that fosters respect, inclusion, fairness, and dignity, and is free of harassment, discrimination, or fear of retaliation. Link encourages its law firms to share and demonstrate these commitments, including in connection with individuals assigned by the Firm to work on Link matters.
  
  
• Alternative Legal Service Providers
  We expect you to staff matters in a cost-effective manner given the nature of the matter and using appropriate internal and external resources (e.g., alternative legal service providers for document review).
  
  

ALTERNATIVE FEE ARRANGEMENTS (AFAs) 

Link believes in innovation and pushing past traditional methods of billing based on an hourly rate and instead working towards alternative fee arrangements. We encourage you to propose AFAs as the basis for compensation on our matters wherever practical. We believe that properly tailored AFAs help us both focus on the results and outcomes of matters. We believe AFAs also facilitate your providing effective and efficient representation on matters, reduce non-value-add activities and reduce the time to complete your work, and better align our mutual financial interests. When proposing AFAs you should, in partnership with the Lead Company Person on the matter, attempt to keep the billing provisions of the AFA as simple as possible so that monitoring them through our E-Billing platform is possible. If you have any questions about how a particular AFA should be structured so that it can be easily billed through our E-Billing platform, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com for invoicing guidance.

HOURLY FEE ARRANGEMENTS

Regular Discounted Hourly Rates
If it is not possible to put in place an AFA and you are resorting to hourly rates, Link expects to be charged the lowest hourly billing rates provided by the law firm to its most valued clients. 

The hourly rates you submit must be net of the discount you provide (e.g., the effective rate on your rate sheet), and you are not to use invoice level adjustments for discounts.

THIRD-PARTY PROVIDERS 

Third-party providers are vendors performing legal support services for you as part of your legal services to us. Court reporting services, experts, consultants and local counsel all fall under this type of provider. You should receive approval from the Lead Company Person prior to engaging with a third-party provider for services in excess of $1,000. It is our preference that all third-party providers invoice us directly in our E-Billing platform where their total annual charges exceed $10,000.00. Should you pass through charges for services provided by third-party providers in an amount less than $10,000.00, you must identify the appropriate UTBMS expense code and provide documentation for any invoices, consistent with our expense submission requirements.

TIMEKEEPER RATE SUBMISSION AND INCREASES 

Outside Counsel must submit proposed hourly rates for all timekeepers through our E-Billing platform for review and approval. A complete and accurate rate sheet must be submitted for each timekeeper expected to bill during the applicable calendar year. Outside Counsel represents that all proposed rates are reasonable, market-based, and consistent with the experience level and role of the applicable timekeeper.

Link strives to lock in Outside Counsel hourly timekeeper rates for two years. Link will not approve of any increase to the hourly rates unless submitted and agreed upon in advance of the time being billed. Additionally, Link expects the agreed upon rates to be set for the life of the matter unless otherwise approved by Link. In the event Link approves a rate increase on an existing matter, Link requires the increase to be no more than 2%.

Rate increases, including step level or promotional increases, will be permitted no more than once per year and must be submitted no later than sixty (60) days prior to December 31. Rate increase requests submitted after this deadline will not be accepted and will be rejected without review. No retroactive rate increases will be permitted.

LITIGATION MATTER PLAN

Outside Counsel retained in significant litigation matters should prepare a phased budget plan for Litigation expected to exceed $35K in fees and costs within thirty days of engagement (a “Litigation Matter Plan”), unless Lead In-House Counsel waives this requirement. A “significant litigation matter” is defined as one in which Link’s liability may reasonably be expected to exceed $2M, or for which attorney’s fees and other expenses may reasonably be expected to exceed $35K. Litigation matters not reaching these dollar thresholds may still be subject to all or some of the components of a Litigation Matter Plan at the direction of the Lead Company Person. The Litigation Matter Plan should include the following:

1. A brief factual summary of the case;
2. The relative strengths and weaknesses for each side in the case;
3. Assessments/impressions of individual parties and prospective witnesses;
4. Assessments of the opposing counsel, judge, and potential jury pool, if applicable;
5. An analysis of the legal or factual issues which may impact the outcome of the case, or which may need to be researched;
6. An analysis of the possibilities for class certification, if applicable;
7. The anticipated course of action, including a timeline for each stage of the case (e.g., responsive pleading, discovery motions, witness preparation, trial preparation, and trial);
8. An estimated budget of legal fees (including out-of-pocket expenses) for each stage of the case, as well as an estimated budget of the number of hours of work to be performed over the life of the case, submitted using the Outside Counsel Budget Form - Simple Form Budget attached as Appendix A;
9. An assessment of the financial exposure in the case, including a realistic estimate of net out-of-pocket losses and any potential monetary awards or settlements, based upon Outside Counsel’s judgment and experience, the outcome of similar cases in the jurisdiction, etc.;
10. The advisability of early settlement or mediation based upon available factors, including estimated costs of defense, issues of legal significance, or matters of principle to Link; and
11. Any additional items specifically requested by Lead In-House Counsel.

Additional preparation may be appropriate for a corporate representative, expert, senior executive, key witness, or unusually complex deposition. In those circumstances, Outside Counsel should provide a short estimate and obtain approval before incurring the additional time.

For significant litigation matters, the Litigation Matter Plan should be accompanied by the Litigation Detailed Matter Plan and Scoping Document attached as Appendix B, completed with estimated hours by phase, task, and timekeeper level, together with the related assumptions.

Outside Counsel is expected to review the Litigation Matter Plan in draft form with the Lead Company Person prior to it being finalized. The Litigation Matter Plan should be updated from time to time thereafter, as appropriate, to reflect developments in the matter, including any evolving understanding of the relevant facts, law, objectives, or issues.

NON-LITIGATION MATTER PLAN

Outside Counsel retained in non-litigation matters should prepare a written strategic plan for the conduct of the representation (a “Non-Litigation Matter Plan”) when requested by the Lead Company Person or Link Legal Operations. All matters with a projected spend of more than $35K must have a Non-Litigation Matter Plan unless approved by the Lead Company Person to bypass this step. The Non-Litigation Matter Plan should include the following:

1. A brief factual summary of the matter;
2. Any legal or factual issues which may impact the outcome of the matter, may pose additional risk to Link, or may need to be researched;
3. The anticipated course of action, including a timeline for each stage of the matter;
4. An estimated budget of legal fees (including out-of-pocket expenses) for each stage of the matter, as well as an estimated budget of the number of hours of work to be performed over the life of the matter;
5. An assessment of financial exposure, if applicable, based on Outside Counsel’s experience; and
6. Any additional items specifically requested by Lead In-House Counsel.

Outside Counsel is expected to review the Non-Litigation Matter Plan in draft form with the Lead Company Person prior to it being finalized. The Non-Litigation Matter Plan should be updated from time to time thereafter, as appropriate, to reflect developments in the matter, including any evolving understanding of the relevant facts, law, objectives, or issues.

Matter Management

Our E-Billing platform provides a platform to manage matters in a collaborative way. Sharing key information about our matters in our E-Billing platform is essential to effectively managing our legal matters. Matter management tasks in our E-Billing platform are the responsibility of your Lead Outside Counsel assigned to the matter, or their delegate.

BUDGETS AND UNBILLED AMOUNTS (ACCRUALS) 

Budgets
When required, you should submit a budget for each matter in our E-Billing platform. The Lead Company Person for the matter will determine whether you enter a fiscal year or phased budget. Budgets should be entered by your Lead Outside Counsel assigned to the matter, and budget amounts should not include projected taxes. Thereafter, at least monthly when submitting accrual data (and more frequently should the matter have a material change in the interim), Outside Counsel must review each matter’s monthly budget projections and revise the budget if it recommends any adjustments (up or down). Although legal budget projections are often difficult to make with precision, Link always needs to know your current reasonable best estimate by month for at least a rolling 12-month forecast. Prior to the end of our fiscal year, our E-Billing platform may provide notifications to review the budget on each of your matters. When budgets are required on the matter, our E-Billing platform may place a hold on invoices posted to the matter until a budget is received. Your Lead Outside Counsel can assign a delegate to submit budgets in our E-Billing platform.

Accruals
If required on a matter, unbilled amounts should be submitted in our E-Billing platform on a quarterly basis. Unbilled amounts include estimates of all fees, expenses, and taxes you have not previously submitted on an invoice in our E-Billing platform, including amounts for prior fiscal years (e.g., services delivered under an alternative fee arrangement structure). Unbilled amounts are to be entered for each required individual matter and are due by the deadlines set forth in the E-Billing platform calendar of events. Our E-Billing platform will provide notifications for matters requiring unbilled amounts and deadlines for submission to your users who have billing and/or firm administration system access. Unbilled amounts may be uploaded in bulk for all required matters. If you have a matter with no unbilled amounts, enter a zero. If you have unbilled amounts for a matter that has not been created in our E-Billing platform or discover an error or material update after your input deadline, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com.

STATUS REPORTS

Our Lead Company Person may choose to request that you submit status reports to your matters on a monthly or quarterly basis. Status reports should be entered for each separate matter and should be restricted with the appropriate access option. Status reports are due by the requested deadlines. Failure to submit a required status report may result in a delay in payment.

PERFORMANCE REVIEWS

As part of our ongoing relationship with Outside Counsel, Link may conduct regular evaluations on the Firm, individual attorneys and other staff. In addition to assessing the quality of service and compliance with Link’s Outside Counsel Policy, we may consider other relevant factors such as success of representation, quality of work product, responsiveness, accrual submissions, performance to budget, willingness to provide AFAs, staffing efficiency, rates, and timely submission of invoices when we evaluate Outside Counsel for future use. Sharing performance information is critical to building and maintaining trusted relationships. If you have concerns or desire feedback at any time, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com. 

METRICS

Data driven insights are important to our business. We know that our Outside Counsel generate and track a significant amount of data about its clients and the matters on which it works. At Link’s request, Outside Counsel shall prepare and submit to Legal Operations reports containing agreed upon metrics used to evaluate the firm’s performance and overall relationship with Link. Also, Outside Counsel may at any time share metrics with Link Legal Operations that it thinks would be useful in showing the value of services provided and the effectiveness and efficiency of Outside Counsel.

DOCUMENTS AND RECORD RETENTION

Our E-Billing platform also provides Matter Management capabilities that can be used by Outside Counsel as a document repository by uploading documents to your individual matters in our E-Billing platform. Please discuss with your Lead Company Person whether you should use the E-Billing platform for sharing documents and which type of documents should be uploaded (standard documents, contracts and/or service of process records). If you are requested to upload documents to our matters, you should restrict access to the document to the appropriate setting. Any documents, drafts, deliverables, or other materials provided or delivered to Link by Outside Counsel or any other third party in connection with a Link matter shall be deemed work product of Link. We encourage reuse of such work product, as deemed appropriate to drive efficiency, across Link matters. At Link’s request, you are required to promptly provide us with copies of any records pertaining to Link. You must notify us prior to destroying any records pertaining to Link outside commercially reasonable document retention policies you may have.

ADDITIONAL MATTER REQUIREMENTS

Specific requirements in addition to those outlined here may be imposed when working with us on litigation and/or intellectual property matters. Please contact the Lead Company Person on your matter to determine if there are additional requirements.

Billing Guidelines and Processes 

LEDES FORMAT

All invoices should be submitted in the Legal Electronic Data Exchange Standard (“LEDES”); specifically, the 1998B, 1998BI, 1998BI (v5), and LEDES XML 2.1 formats. If unable to submit invoices in the LEDES file format, Outside Counsel must notify Link to coordinate alternative arrangements.

NON-LEDES INVOICES

Without prior approval, non-LEDES invoices may be rejected. If you are unable to submit invoices in the LEDES format, or if the LEDES format does not comply with jurisdictional requirements, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com.

FREQUENCY

Invoice Submission Timing
All invoices should be submitted on a monthly basis, unless otherwise negotiated as part of an AFA or as permitted by the Legal Operations Department. Invoices should be posted in our E-Billing platform no later than 15 days after the end of the month in which the services were performed, or the work on the AFA was completed. The billing period start date should be the first day of the month of service, and the billing period end date should be the last day of the month.

Late Invoices
For invoices submitted more than 60 days after the end of the month in which the services were performed, except as permitted above, we may apply a 3% per month invoice reduction to account for the additional administrative work caused. Invoices submitted more than 90 days after the end of the month in which the work was completed will not be paid, absent special circumstances and approval by the Vice President of Legal Operations or General Counsel.

Reposting Rejected and Disputed Invoices
We may reject or dispute invoices that are not in compliance with this Policy. Notification of a rejected/disputed invoice will be provided via our E-Billing platform, to the person who posted the invoice. Rejected/disputed invoices should be corrected and reposted to our E-Billing platform within 15 days of the date of rejection/dispute. For rejected invoices, you should repost a rejected invoice with the same invoice number to our E-Billing platform. For disputed invoices, you should make any necessary changes or comments and then repost the same invoice number to our E-Billing platform.

INVOICE REQUIREMENTS

Time Entry Increments
Time entries should be submitted in 1/10th (.10) hour increments. Rounding up to the half or whole hour may result in a reduction to the line item. For deposition preparation or attendance, attorneys must bill actual time in 1/10th (.10) hour increments and may not charge a half-day, full-day, or other minimum for these activities. 

No Block Billing; Detailed Description
We do not accept invoices containing block billing unless otherwise negotiated as part of AFA. Block billing is defined as combining multiple distinct activities in one description of services and not designating the amount of time devoted to each activity OR combining activities related to multiple task codes within one task code. Each line item should include a detailed and accurate description sufficiently clear to understand the work product associated with individual activity performed. Descriptions such as “Meeting with Jane Doe” are not sufficient. Because block billing limits Link’s ability to effectively monitor our legal spending, line items that are block billed will either be reduced by 50% or rejected. Deposition preparation, witness preparation, document review, travel, and deposition attendance must be recorded separately. Combining these activities in one time entry will be treated as block billing. The reason is that an entry such as “prepare for and attend deposition 14.5 hours” does not allow Link to determine how much time was spent preparing versus actually attending the deposition.

Matter-Specific Invoices
A single invoice should be submitted for each matter absent from an AFA to the contrary. If you are unable to locate the appropriate matter to invoice in our E-Billing platform, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com to request creation of the matter. An attorney invoice will not be paid if it is submitted more than 60 days after matter closure. An expert or other professional invoice will not be paid if it is submitted more than 90 days after matter closure.

Task and Expense Codes
For all invoice formats, individual fee line items should include the standard UTBMS task codes (or any custom task codes we have provided you) required for the specific matter being invoiced. Individual expense line items should include the standard UTBMS expense codes. We may reject or reduce line items for failure to include required task or expense codes. Additionally, all task descriptions must clearly disclose any use of artificial intelligence (AI) within the narrative description of work performed.

TIMEKEEPERS AND TIMEKEEPER RATES

Timekeeper ID Structure
The timekeeper ID structure you use should be consistent from year to year. If your timekeeper ID structure is going to change, you should give us 60 days advance notice in writing of any change and submit a new rate sheet with the updated timekeeper IDs for approval. The name for each timekeeper ID should remain the same from invoice to invoice unless the timekeeper has a legal name change.

New Timekeeper Hourly Rate Approval
Default and matter-specific negotiated hourly rates for all new timekeepers should be submitted through a rate sheet in our E-Billing platform for review and approval prior to invoicing. All timekeepers billed must have an approved rate on file prior to invoicing. Invoices that include unapproved timekeeper rates will be automatically rejected. We may reject rate sheets or individual timekeepers if all of the following information are not included:

• Timekeeper name
• Timekeeper ID
• Base rate (your standard hourly rate excluding discounts)
• Effective rate (our negotiated rate including any discounts)
• Timekeeper currency (all timekeeper rates should be approved in the same currency used to invoice a matter; multiple currencies will require multiple timekeeper IDs for each currency)
• Timekeeper postal code
• Timekeeper country
• Timekeeper state/province
• Timekeeper classification
• Timekeeper years of experience

Effective Rates
Timekeepers should be billed at the effective rate approved on your rate sheet. Unless otherwise approved, we may reject invoices including individual rate discounts as line items or as invoice level adjustments. If you have a special rate discount arrangement with us in addition to the discount reflected in your rate sheet, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com for additional invoicing instructions. Rates are not effective unless and until approved through our E-Billing platform. Outside Counsel may bill only at approved effective rates.

Non-Reimbursable Timekeeper Activities
We expect that administrative and clerical activities are “reimbursed” as part of your timekeepers’ hourly rate billings and therefore should not be separately billed. Further, we will not pay for activities that constitute training or that are duplicative in nature. While not an exhaustive list, we may reduce or reject invoices if one or more of the following activities are included:

• Non-legal work
• Secretarial and/or clerical staff
• Docketing and/or calendaring
• File creation, including data entry into your case management system
• File maintenance, including copying, updating files, indexing pleadings, retrieving correspondence, creating matter-related sub-files, copying CDs, and general organizing
• Receiving, reviewing and/or distributing mail
• Time for photocopying and/or faxing
• Invoice preparation and billing inquiries, including uploading to our E-Billing platform
• Time spent preparing, managing and/or entering matter budgets and accruals in our E-Billing platform
• Time spent entering matter profile data, opening/closing and maintaining files, status reports, events and/or documents in our E-Billing platform
• Time spent educating a replacement timekeeper due to turnover on a matter
• Unnecessary or excessive internal meetings/conferences, internal phone calls, and internal communications
• Time spent preparing responses to inquiries from its outside auditors or regulators about the status of pending legal matters
• Unnecessary or excessive attendance of timekeepers at meetings, conferences, depositions, court appearances, trials, etc. no more than two participants
• Update meetings or work schedules of any kind
• Legal research performed on a previous matter or for which your expertise is expected
• Duplicate activities or quality control work between timekeepers
• IT staff time
• Overtime
• Investigating Potential Conflicts

EXPENSE AND TRAVEL 

Outside Counsel must make diligent efforts to minimize and manage out-of-pocket disbursements and expenses that are charged to the matter. Link expects Outside Counsel will be conscientious when making decisions about how much to spend on individual expense items. Link will reimburse Outside Counsel for actual, reasonable, documented, itemized, and necessary out-of-pocket costs (with no mark-ups) incurred on our behalf, with the exceptions on the non-reimbursable expenses set forth below.

Expense Submission Timing
All expenses, including those related to charges from third parties, should be invoiced within 45 days after the month in which the services were provided. The billing period dates should correspond with the month in which the work was completed. We may reduce invoices submitted after these dates consistent with our late invoice policy. Documentation is required for all third-party expenses. 

UTBMS Expense Codes
You should use the E or X UTBMS expense code set when submitting expenses in our E-Billing platform. Expenses should be classified under the appropriate UTBMS expense code. Unless otherwise approved in advance of invoicing, you should not submit expenses under E124 or X999.

Non-Reimbursable Expenses
Some out-of-pocket expenses are either partly or fully of an overhead nature (e.g., monthly subscriptions to research services), or are not effectively reimbursed as pass-through expenses, and should be considered to be part of the overhead component in the hourly fees you charge us. The following are charges of this nature. We may reduce or reject invoices if one or more of the following administrative expenses, or those similar in nature, are charged:

• Photocopies
• Word processing or proofreading
• Online research
• Telephone service
• Facsimile
• Routine postage
• Conference room charges
• Internet access
• Delivery/messenger services
• Local travel (defined as travel within 60 miles of your office(s))
• Local meals (non-travel meals)
• Interest and/or late charges
• Bank fees
• Office supplies
• Electronic and/or physical data storage charges
• Bar and/or court admissions
• Continuing legal education seminars
• Court sanctions
• Entertainment
• Online service charges (e.g., Westlaw, LexisNexis, Pacer)
• Publications, periodicals or subscriptions

Reimbursable Travel Expenses
All travel should be discussed and approved by Link prior to making arrangements, and the firm should request a copy of the Link travel policy. We expect travel to be booked as early as possible to achieve the least expensive rate options. First class airfare will not be reimbursed by Link. While traveling, firms are expected to comply with Link’s travel policy, unless discussed and approved by Link prior to travel. 

Reimbursable travel expenses include any reasonable expenses associated with traveling more than 60 miles from your office(s). Meals, mileage, hotel, airfare, and car rental are types of reimbursable expenses. In general, travel expenses should be incurred prudently, balancing the need to be a good steward of travel dollars with the need to be efficient and effective with your time. All travel-related expenses must be supported by appropriate receipts to be eligible for reimbursement.

Non-Reimbursable Travel Expenses
Non-reimbursable travel expenses include any expenses associated with local travel, defined as travel within 60 miles of your office(s). 

Optional Deposition Services 
Optional deposition services, including video, real-time reporting, rough drafts and expedited transcripts, and any material appearance-minimum or cancellation charge not included in an approved budget, require advance approval. 

PAYMENT TERMS

Unless mutually agreed otherwise, we pay our Legal Service Providers promptly after the invoice is posted in compliance with this Policy. If an invoice is placed on hold for incomplete items in our E-Billing platform, the invoice posting date will be the date the items are deemed complete by our E-Billing platform.

INTERNATIONAL INVOICING AND TAX

LEDES 1998BI Format
Invoices containing taxes should be submitted in LEDES 1998BI (international) format to properly account for the tax being charged and to ensure tax tracking compliance. Invoices containing taxes submitted in LEDES 1998B (non-international) format, including those invoices using the expense code E124 for taxes, may be rejected, and you will be asked to re-submit in the proper format. If you are unable to generate a LEDES 1998BI invoice, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com.

Specifying Tax Types
When charging tax, specify the tax type using one of the following supported tax types: Sales, VAT, HST, GST, PST, QST, or Withholding. Tax designations within your LEDES 1998BI invoice should specify one of these supported tax types. You may need to work with your time and billing software provider to ensure that your invoices are posted in our E-Billing platform for supported tax types. If your invoice requires a tax type not listed, contact our Legal Operations Department by email at accountspayablelegal@linklogistics.com prior to entering the other tax type because we may reject invoices when the other tax type is used. When posting your invoice to a matter, our E-Billing platform will specify any required tax types.

Firm Office Profiles
Each individual office profile under your overall firm profile in our E-Billing platform should be populated with your appropriate tax identification number for each tax type applicable to the invoices posted from that office. The tax identification number should match the identification number provided in your LEDES 1998BI invoice (field: LAW_FIRM_ID). Failure to populate your office profiles or invoices with a matching tax identification number may result in a rejected invoice.

Client Tax ID
You should correctly populate the tax identification number for the entity you are invoicing in the LEDES 1998BI invoice (field: CLIENT_TAX_ID).

Billed to Entity
You should correctly populate the entity you are invoicing within your LEDES 1998BI invoice (fields: CLIENT_NAME, CLIENT_ADDRESS_1, CLIENT_ADDRESS_2, CLIENT_CITY, CLIENT_STATE or REGION, CLIENT_POSTCODE, CLIENT_COUNTRY). 

OTHER GENERAL PROVISIONS

CONFLICTS OF INTEREST

Outside Counsel are required to search for and disclose to Link any actual or potential conflicts of interest prior to accepting an engagement. If a conflict is discovered, either through such initial conflicts check or during the course of Outside Counsel’s representation of Link, Outside Counsel must comply with this Policy regarding handling of the conflict.

Link considers it to be a conflict of interest if Outside Counsel is involved in any matter that is adverse to the interests of any “Link Related Party”, which include Link and all of its affiliates, including without limitation Blackstone Inc. (“Blackstone”) and its affiliates (other than any person not known to Outside Counsel, after reasonable inquiry, to be a portfolio company of Blackstone). Prior to engagement, there is an expectation that Outside Counsel will clear conflicts. Outside Counsel may represent other clients or prospective clients with interests directly adverse to Link Related Parties in any business dealings, negotiations and bankruptcy matters (including bankruptcy matters and bankruptcy related litigation where Outside Counsel’s clients are part of creditor groups that have interests that are adverse to those of a creditor group of which a Link Related Party is a part; provided that Outside Counsel will not represent clients in asserting any claims of fraud, breach of fiduciary duty or bad faith against a Link Related Party in any such bankruptcy matters or bankruptcy related litigation) (collectively, “Permitted Matters”), provided that (i) the Permitted Matter is not related to any matter in which Outside Counsel is representing or has represented a Link Related Party, (ii) no confidential information received from a Link Related Party shall be used on behalf of any other client or prospective client of Outside Counsel, (iii) the attorneys at Outside Counsel with primary responsibility for work on Link matters will not work on the Permitted Matter without Link’s consent, and (iv) subject to Outside Counsel’s obligations, Outside Counsel shall give the Lead Company Person (with a copy to accountspayablelegal@linklogistics.com) written notice prior to the time Outside Counsel agrees to be retained in connection with the Permitted Matter (items (i) through (iv) collectively, the “Permitted Matter Requirements”). 

For the avoidance of doubt, Outside Counsel’s representation of any client or prospective client in any type of litigation, arbitration or other adversarial proceeding against a Link Related Party (other than bankruptcy matters and bankruptcy related litigation that comply with the Permitted Matter Requirements) shall always be considered a conflict of interest that is not a Permitted Matter, and, Outside Counsel shall not represent any client or prospective client in any such matter without Link’s prior written consent.

Any request for a conflict waiver, if required because the representation is not a Permitted Matter that satisfied the Permitted Matter Requirements, must be in writing to the relevant Lead Company Person and must, subject to Outside Counsel’s legal obligations: (i) identify the other client or party;  (ii) identify the subject matter of the other representation(s); (iii) describe the work to be performed for the other client or party; (iv) describe whether, in Outside Counsel’s best judgment, the substantive nature of the legal issues or outcome of the matter may adversely affect the applicable Link Related Party(ies); and (v) explain why Outside Counsel believes the waiver is appropriate under the existing circumstances.

CONFIDENTIALITY

During Outside Counsel’s representation of Link, Outside Counsel will become privy to a variety of information that is confidential and protected by the attorney-client privilege. Except as required by applicable law, rule, regulation or order, this information must remain confidential even if Outside Counsel’s representation of Link ends. Link also expects that Outside Counsel will take all appropriate security measures to assure that any information stored by Outside Counsel in any manner will remain secure and protected from intentional or accidental disclosure. In the course of Outside Counsel’s representation of Link, Outside Counsel may receive communications of a proprietary and/or confidential nature pertaining to internal policies, procedures, strategies and positions of Link or its affiliates. While handling particular matters, members of Outside Counsel may also be provided with records or information pertaining to Link or its affiliates, including information pertaining to the portfolio of real estate managed by Link. Except as required by applicable law, rule, regulation or order, Link requires Outside Counsel to maintain the confidentiality of such information, both during and after the course of Outside Counsel’s representation of Link. In particular, Outside Counsel shall limit disclosure of, and access to, Link’s proprietary or confidential information to those members and employees of Outside Counsel who need to have such access to provide the services for which the information has been provided. 

Outside Counsel acknowledges that it is aware of U.S. and other securities laws that prohibit trading of securities on the basis of material non-public information and has established policies and procedures to prohibit and aid in preventing such trading.

All inquiries from the media regarding Link matters will be handled by Link. Outside Counsel is prohibited from engaging in any dealings or contact with the media regarding Link matters unless directed to do so by Link. Outside Counsel should also refrain from identifying Link or any of its affiliates as a client or discussing any Link matters, strategy or other information obtained during Outside Counsel’s representation on Outside Counsel’s website, in any trade publications, or during any training or presentations.

INFORMATION TECHNOLOGY AND RISK MANAGEMENT

To optimize the use of law firm technology on Link matters, Outside Counsel should proactively suggest the use of secure extranets or other web-based tools for document storage, due diligence, and other appropriate activities.

Link requires that Outside Counsel maintain adequate information security controls to protect confidential records and information related to Link matters from unauthorized access and/or exposure. Outside Counsel should implement best practices related to governance and risk assessment, access rights and controls, data loss prevention, vendor management, training, threat and vulnerability management, security monitoring and incident response. Outside Counsel may be requested to provide information and/or documents to validate policies, procedures and controls related to these activities. Link will not be responsible for any costs associated with the implementation of information risk and security hardware, software, procedures or resources by Outside Counsel for Link matters.

With respect to its employees, Outside Counsel is expected to maintain strong internal control practices and risk-mitigating policies and procedures, which may include background checks, training, or other measures as appropriate. Outside Counsel may be required to provide information and/or documents to validate such practices, policies and procedures.

COMPLIANCE WITH LAWS AND REGULATIONS

Outside Counsel agrees to be bound by all applicable anti-corruption regulations, including, without limitation, the Foreign Corrupt Practices Act, the UK Bribery Act, and anti-money laundering regulations and regulations of the Office of Foreign Assets Control. Additionally, Link expects Outside Counsel to be aware of and in compliance with all applicable financial services related regulations. 

Outside Counsel must follow all applicable law in force from time to time relating to confidentiality and, in relation to any processing of personal data disclosed to it by Link (or any personal data generated by Outside Counsel on the basis of personal data disclosed to it by Link) (“Relevant Data”), data privacy, including, without limitation, the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act. Except as otherwise agreed between Outside Counsel and Link, Outside Counsel and Link agree that Outside Counsel processes such Relevant Data as a separate data controller. Outside Counsel shall: (i) only process the Relevant Data as reasonably necessary to perform its obligations and exercise its rights under the arrangement entered into by Outside Counsel and Link; (ii) give Link such  information in relation to that processing as it reasonably requests from time to time to enable Link to comply with its obligations under applicable law; (iii) notify Link in writing if it becomes aware of, or suspects the occurrence of, any personal data breach in relation to applicable law in respect of the Relevant Data; (iv) give Link such information, assistance and cooperation as it reasonably requests to enable it to mitigate any adverse consequences for data subjects of any such personal data breach; (v) notify Link in writing if it receives any communication from a data subject or a data protection authority seeking to exercise rights under, or alleging or proposing to investigate an allegation of breach of, applicable law in relation to the Relevant Data; and (vi) give Link a reasonable opportunity to comment before and in responding to any such communication.

USE OF ARTIFICIAL INTELLIGENCE (AI) TECHNOLOGIES

At Link, we aim to foster innovation and efficiency while maintaining the highest standards of legal service delivery. For purposes of this Policy, artificial intelligence (AI) means any machine-based system that, for a given set of objectives, infers from the input it receives how to generate outputs such as predictions, recommendations, decisions, or content. Generative artificial intelligence (GAI) means AI that creates new content, including text, images, audio, video, software code, analyses, or other outputs. Outside Counsel’s use of AI and GAI technologies in connection with our matters shall be subject to the following requirements:

1. Disclosure: Outside Counsel shall promptly disclose to Link any use of AI tools in handling Link matters, including the specific tools employed and their purposes.
2. Data Security and Confidentiality: When using AI, Outside Counsel shall employ reasonable and appropriate measures to ensure that Link’s data remains secure and confidential. This includes:
   
   i. Implementing encryption for data in transit and at rest.
   ii. Providing detailed explanations, upon request, of how client confidentiality is maintained when using cloud-based AI systems.
   iii. Employing reasonable measures designed to ensure that use of AI tools does not result in inadvertent disclosure of confidential information to AI vendors or other third parties.
   iv. Refraining from inputting Link confidential, privileged, or personal information into any GAI system unless Link has expressly approved that system in writing and appropriate contractual, security, and privacy safeguards are in place.
3. Competence and Oversight: Outside Counsel shall demonstrate a reasonable understanding of any AI tools used, including their capabilities and limitations. Outside Counsel is responsible for overseeing AI outputs, and may not rely solely on AI-generated content without appropriate verification.
4. Accuracy and Review: Unless otherwise directed by Link, all AI-generated content must be thoroughly reviewed by Outside Counsel for accuracy, completeness, and potential biases before use in any work product, communication, or representation related to Link’s matters.
5. Ethical Compliance: Use of AI must comply with all applicable Rules of Professional Conduct, including those related to competence, confidentiality, communication, and reasonable fees.
6. Performance Metrics: Upon request, Outside Counsel shall discuss how their use of AI tools improves accuracy, efficiency, and cost-effectiveness in handling Link’s matters.
7. Training and Updates: Outside Counsel shall require all staff using AI tools in connection with Link matters to receive training and maintain and update reasonable and appropriate AI policies to reflect the latest developments in AI technology and related ethical guidelines.
8. Compliance with Information Protection and Security Controls: The use of AI technologies shall comply with all applicable provisions set forth in the Information Protection and Security Controls Standards, as set forth in the Information Technology and Risk Management section of this document.
9. Legal and Regulatory Compliance: Use of AI technology by the firm (and any Affiliates or Subcontractors) complies with all applicable laws and regulations related to use and implementation of AI tools/systems, including, without limitation, laws related to discriminatory bias testing applicable to machine learning or artificial intelligence.
10. Intellectual Property: Outside Counsel will not (and will not permit any of its Affiliates or Subcontractors to) without Link’s prior written consent use Link data to build, train, test, validate, and update or otherwise develop AI Technology.

Outside Counsel’s use of AI technologies in connection with Link matters constitutes an agreement to comply with these requirements. Link reserves the right to audit Outside Counsel’s compliance with these provisions and to terminate the engagement for any material non-compliance. In the event that Link determines that such audit is necessary, Outside Counsel expects to be able to (i) discuss with Link or any third-party auditor, and have the right to mutually agree on, the nature, scope and convenient timing of any such audit in advance, and (ii) require that Link or such third-parties sign a confidentiality agreement.

INSURANCE

Link expects Outside Counsel to be properly insured for general liability, workers’ compensation, professional liability and for any specialty work that Outside Counsel may perform for or on behalf of Link.

TERMINATION

We have the right to ask you and your Firm to take a lesser role in a matter, appear only as co-counsel, or to terminate your representation by written notice at any time and for any reason. In the event of a termination, we expect you to provide reasonable assistance in handling any transfer of responsibilities.

APPENDIX A – OUTSIDE COUNSEL BUDGET FORM

Simple Form Budget – Litigation Outside Counsel Spend
Budget 

Budget	Phase	Number of Hours	Projected Fees ($)
	1.
	2.
	3.
	4.
Total fee estimate
Disbursements
Local Tax Estimate if applicable
Total fees & costs
Anticipated Start Date
Anticipated Completion Date

APPENDIX B – LITIGATION DETAILED MATTER PLAN AND SCOPING
DOCUMENT

Matter Name:		Projected Matter Start Date:
Matter Number:		Firm Name:
PID:		Lead Lawyer:
Link Contact:

 

Phases / Tasks	Partner	Senior Associate (8+ Years)	Mid-Year Associate (4-7 Years)	Junior Associate (0-3 Years)	Law Clerk/Paralegal/Other	Totals
	Estimated Hours	Estimated Hours	Estimated Hours	Estimated Hours	Estimated Hours	Estimated Hours
Litigation
Preliminary Tasks / Advice
Meet with client
Review documents / gather facts and evidence
Research
Prepare chronology
Prepare merits advice / strategy paper
Preliminary communications with other parties including letter of demand
Preliminary settlement discussions
Brief / meet with Counsel
Pleadings
Prepare, file and serve originating process
Consider other party’s defense / cross-claim
Prepare request for further and better particulars of defense / cross-claim
Prepare reply / defense to cross-claim
Prepare Declaration of Readiness for Trial
Communications with court and other parties
Research, analysis and communications with / advice to client
Interim & Interlocutory Applications / Motions / Leave to Intervene
Consider and advise on application / motion
Prepare application / notice of motion
File and serve of Application / Notice of Motion
Preparing evidence for application / motion
Examinations on affidavit evidence / undertakings & refusals arising from examinations
Brief Counsel
Meet with client
Prepare for hearing / motion (including preparing written submissions)
Attend / appear at hearing
Communications with court and other parties
Research, analysis and communications with / advice to client
Attend on delivery of decision of application / motion hearing and advise
Appeal of interlocutory application / motion decision
Directions Hearings / Case Management Hearing
Prepare for hearing (including preparing protocols for conduct of case)
Communications with court and other parties
Attend / appear at hearing
Report to client on hearing
Documentary Discovery / Disclosure
Consider issues and advise client re scope and nature of discovery
Prepare categories of documents / review and respond to other parties requested categories of documents
Prepare protocols and processes for discovery
Set up discovery database / e-discovery support
Manage discovery
Collect documents from client
Review documents
Prepare list of documents / producing documents
Review other parties’ discovered documents
Communications with court and other parties (including making and responding to discovery queries)
Research, analysis and communications with / advice to client
Oral Discovery / Depositions
Arrange oral discovery / deposition
Prepare and serve notice of examination
Prepare client for oral discovery / deposition
Prepare for oral discovery / deposition of other parties
Attend oral discovery / deposition of client and / or other parties
Attend to undertakings / refusals arising from examination
Communications with court and other parties
Report to client on oral discovery / depositions
Research, analysis and communications with / advice to client
Evidence (lay)
Consider issues and advise re scope and nature of evidence required
Prepare for witness interviews / prepare witness pack
Meet / interview potential witnesses
Prepare evidence (including meeting with witnesses)
File and serve evidence
Consider evidence of other parties and need for further evidence
Communications with court and other parties
Research, analysis and communications with / advice to client
Attendances on / conferences with counsel
Evidence (expert)
Consider issues and advise re scope and nature of evidence required
Identify and retain expert witnesses
Meet with experts / attend to expert requests
Review expert reports
File and serve expert evidence
Consider expert evidence of other parties and need for further expert evidence
Instruct experts re supplemental / reply expert evidence
Attend to expert witness conclave and joint expert report
Communications with court and other parties
Research, analysis and communications with / advice to client
Mediation / Settlement
Retain mediator
Communications with mediator and other parties
Prepare for mediation
Attend mediation
Advise re settlement issues and/or preparing settlement documents
Settlement discussions / negotiations (separate to mediation)
Report to client on mediation / settlement
Research, analysis and communications with / advice to client
Trial Preparation
Arrange, prepare for and attend any pre-trial conference
Prepare / strike Jury Notices
Assessment of evidence (clients and other parties)
Prepare (or review) court book / trial bundle
Meet with / arrange witnesses (including summons or subpoenas to witnesses)
Correspondence with court and other parties
Research, analysis and communications with / advice to client
Attendances on counsel
Other general trial preparation
Trial and Judgment
Prepare opening submissions
Appear / attend trial
Prepare closing submissions
Incidental preparation during trial
Delivery of judgment and advise re same
Communications with court and other parties
Research, analysis and communications with / advice to client
Appeal
Consider issues and advise re appeal
Prepare application for leave to appeal / notice of appeal (if act for Appellant) OR Consider application for leave to appeal / notice of appeal filed by other party (if act for Respondent)
Prepare response / cross-appeal (if act for Respondent) OR Consider response and any cross-appeal / prepare response to cross-appeal (if act for Appellant)
Prepare appeal book (if act for Appellant) OR Review appeal book (if act for Respondent)
Prepare for Appeal including preparing written & oral submissions, outlines and research
Attend hearing of appeal
Attend delivery of appeal decision and advise re same
Communications with court and other parties
Research, analysis and communications with / advice to client
Costs Assessment and Enforcement of Judgment
Prepare costs assessment application (or response)
Prepare for costs assessment
Attend hearing of costs assessment
Attend on delivery of costs decision and advise
Appeal of costs decision
Enforcement issues
Communications with court and other parties
Research, analysis and communications with / advice to client
Total

APPENDIX B (CONT.) - ASSUMPTIONS

Matter Name:
Matter Number:
PID:

 

Phases	Assumptions
Preliminary Tasks / Advice
Pleadings
Interim & Interlocutory Applications / Motions / Leave to Intervene
Directions Hearings / Case Management Hearing
Documentary Discovery / Disclosure
Oral Discovery / Depositions
Evidence (lay)
Evidence (expert)
Mediation / Settlement
Trial Preparation
Trial and Judgment
Appeal
Costs Assessment and Enforcement of Judgment