Attachment J.1. MCC Policy on Engagement of Outside Legal Counsel (Attachment to SOW).pdf

This document is a Policy on Engagement of Outside Legal Counsel issued by the Millennium Challenge Corporation (MCC), effective March 1, 2006.

The policy establishes guidelines for MCC's engagement and use of outside legal counsel, including both U.S.-based international counsel and local counsel qualified to practice in host countries. The policy is authorized under Section 614(a)(3) of the Millennium Challenge Act of 2003. MCC engages outside legal counsel to assist in negotiating and implementing compacts, supplemental agreements, and other agreements and documents related to MCC assistance programs. Prior to commencing any MCC Representation Matter (legal work performed at MCC's direction and paid with MCC funds), outside counsel must submit a representation letter acknowledging review of and compliance with the policy. The representation letter must confirm the names of attorneys performing work, billing rates for attorneys and paraprofessionals, and a commitment to submit periodic invoices with detailed descriptions of services rendered, including breakdowns of work by tenth-of-hour increments, hours billed by personnel, and itemized reimbursable expenses by category.

The policy prohibits conflicts of interest by restricting outside counsel from simultaneously representing other parties involved in matters where MCC is also involved, with limited exceptions for non-sensitive advisory matters and junior staff assisting with ministerial tasks. Outside counsel must disclose existing client representations that may conflict with MCC matters and provide notice of new representations involving MCC-related matters within a reasonable period. The policy restricts discussion of proprietary or sensitive MCC information among law firm personnel not assigned to specific MCC matters and imposes a three-month post-representation restriction on representing other parties in matters involving MCC. Outside counsel bears responsibility for complying with applicable professional responsibility codes in their licensed jurisdictions. The policy also addresses publication and speech restrictions, requiring outside counsel to avoid disclosing confidential information in articles, speeches, or panel discussions and to clearly indicate when writing or speaking in a personal capacity rather than on behalf of MCC.