These Outside Counsel Guidelines (the “Guidelines”) shall become a part of the Engagement Letter between MongoDB, Inc. (“MongoDB”) and [Law Firm Name] (“Outside Counsel”) [dated [ ]] (the “Engagement Letter”), which Engagement Letter is incorporated herein by reference. These Guidelines supersede any conflicting terms in the Engagement Letter.

One of our core values at MongoDB is Build Together. We view our Outside Counsel as an extension of our in-house team and aim to cultivate strong partnerships between our company and the law firms we engage. As part of this partnership, we find it helpful to define the policies that will apply to our Outside Counsel with respect to billing, conflicts, etc. Please note that these Guidelines supersede all previous versions, including verbal agreements or arrangements entered into the point where MongoDB initially engaged your firm. We look forward to working with you!



Outside Counsel must meet certain standards of performance, cost effectiveness, and diversity. Our relationship is one of collaboration and partnership, but MongoDB shall serve as the ultimate decision-maker for any matter, including strategic and financial decisions. Outside Counsel should consult regularly with its MongoDB Legal Point of Contact (“MongoDB Point”). This shall include developing a strategic plan in appropriate circumstances, decision-making, providing regular updates, coordinating on staffing, budgeting, and receiving approval before taking any action or incurring any expenses not previously discussed and agreed to. In most cases, the MongoDB Point will communicate directly with the supervising attorney or manager on each matter. This supervising attorney or manager is responsible for the Outside Counsel’s compliance with these guidelines.


Outside Counsel will not undertake work on any legal matter without express authority from MongoDB Point. Outside Counsel must obtain written authorization for the matter, as identified in the Engagement Letter, before proceeding with any work. We have a responsibility to define the scope of services to be provided and the terms of engagement for each legal matter assigned to our Outside Counsel. Outside Counsel will not be compensated for any work performed or expenses incurred outside the agreed upon scope of services.


Communication is a vital component of a successful partnership. MongoDB encourages prompt, clear, and concise communication about any potential issues, preferably before or as they arise. If Outside Counsel is not certain of the work product that you should deliver, it is Outside Counsel’s responsibility to seek clarification.

MongoDB recommends that the supervising attorney or manager and the MongoDB Point schedule at least annual meetings to collaborate about the engagement and relationship, discuss the existence or potential of value-based fee arrangements, and to proactively address any concerns that may be standing in the way of a successful, mutually beneficial relationship.

Please note that before Outside Counsel speaks to a regulator or any third party on MongoDB’s behalf (other than standard communications with courts and opposing counsel), Outside Counsel must clear this with the MongoDB Point. MongoDB also asks that the MongoDB Point be kept apprised of any deadlines for the matters Outside Counsel is working on.


MongoDB expects Outside Counsel to follow all applicable ethical standards. MongoDB does not grant waivers of conflict in advance. Please advise the MongoDB Point of actual or potential representations that are or may be adverse to MongoDB or its interest. By accepting an engagement, Outside Counsel agrees to perform a conflict check and certify that the firm is free of potential conflicts.

Requests for waivers must be in writing and include the following: (a) Identity of other client; (b) Description of the work to be provided to both the other client and MongoDB; (c) Whether written approval has been obtained from the other client; (d) Who at the firm will perform the work; (e) A covenant that Outside Counsel will not oppose MongoDB in any litigation arising from the matter for which the waiver is sought; and (f) Any additional pertinent information.

For approved waivers, Outside Counsel shall create an ethical wall to ensure there is no conflict of interest or transmission of any sensitive, proprietary, or confidential data shared.


The MongoDB Point will pre-approve staffing prior to the start of the matter, and the engagement letter should detail the hourly rates for the approved timekeepers. These rates shall remain in effect for the life of the matter, or the agreed upon alternative fee arrangement. Generally, MongoDB allows one (1) partner and one (1) associate per matter, and any paralegal assistance.

MongoDB also expects that the level of expertise of the personnel assigned to a task is appropriate for the level of complexity of the task. For example, partners should not perform tasks that can be performed more economically by associates, and associates should not perform tasks that can be performed more economically by a paralegal or secretary. If staffing adjustments are necessary in the course of a matter, MongoDB does not expect to be charged for bringing a replacement up to speed unless expressly agreed in advance.

MongoDB understands the need for possible engagement of third parties. To the extent it is necessary to engage a third party, including local counsel, experts, and/or third-party data hosting providers, Outside Counsel must first obtain written approval from the MongoDB Point managing the engagement. The terms and costs of any engagement must be specifically discussed and agreed to by the MongoDB Point.

While MongoDB welcomes the participation of first-year lawyers, summer associates, apprentices, and clerks on our matters, MongoDB generally does not believe them yet to be at a skilled level warranting the standard billing rate for their time. Please obtain written approval from the MongoDB Point managing the engagement before staffing any first-year lawyers, summer associates, apprentices, and clerks and the appropriate billing rate for their time.


At MongoDB, we embrace the power of differences. MongoDB is committed to creating a culture of inclusion by seeking and valuing employees and partners from different backgrounds and circumstances. MongoDB firmly believes that everyone deserves to feel valued, and we acknowledge that underrepresented groups may not always feel this way. MongoDB recognizes that a diverse workforce — both within MongoDB and through its Outside Counsel — is the best way to broaden our perspectives, foster innovation, and enable a sustainable competitive advantage. As business collaborators, MongoDB expects that Outside Counsel will join MongoDB’s efforts in driving this initiative.

For US-based firms, MongoDB will send periodic questionnaires to collect data about Outside Counsel’s firm, and more specifically about the teams staffed on MongoDB matters. This data will be one of many factors considered when staffing Outside Counsel on future matters. For non-US based firms, MongoDBwill ask questions about the diversity policies on an ongoing basis.


In addition to your ethical duties, Outside Counsel agrees that all communications and materials shared with Outside Counsel a, without limitation, will be subject to all applicable ethical rules and obligations regarding confidential treatment of client information, and agrees to keep such communications and materials with the strictest confidentiality and reasonable security measures. “Confidential Information” shall include proprietary information exchanged between the parties, which includes, without limitation, all information (tangible or intangible) disclosed by MongoDB to Outside Counsel, regarding designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. Outside Counsel a will (a) use confidential information only for the purpose intended; (b) not disclose confidential information to third parties without prior authorization of MongoDB; and (c) use a reasonable degree of care including reasonable security measures to prevent disclosure or unauthorized use of confidential information, where such measures are at least as great as Outside Counsel uses to preserve and protect its own trade secrets from disclosure and misappropriation.



MongoDB uses value-based fee arrangements where possible and encourages alternative fee arrangements (fixed fees, floors and caps, volume discounts, blended rates). If MongoDB agrees to receive services on an hourly basis, the following rules apply:

  • MongoDB only retains Outside Counsel that are willing to provide a minimum of 15% discount off of standard hourly rates or “most favored nation” treatment for routine matters.
  • Billing will be at the discounted rates specified in the associated matter engagement letter.
  • Hourly rates at the start of the matter will remain fixed throughout the life of the matter. Unless otherwise agreed in writing with the MongoDB Point, any proposed fee increases (including annual firm increases), and any exceptions must be made by the MongoDB Point in writing.
  • Hourly-rate billing must be in increments of one-tenth of an hour and each line item must include one of the following (which Outside Counsel may seek an exception for):
    • UTBMS Task Code;
    • UTBMS Activity Code; or
    • UTBMS Expense Code.
  • MongoDB will not accept “batched” or “block” billing. This means every task must have a parenthetical notation of the time spent on the specific task. MongoDB will reject the entire bill if any entries are “batch” or “block” billed.
  • MongoDB does not pay for ordinary office expenses and will not pay fixed or percentage fees designed to reimburse overhead expenses. Please see Annex A below for a table of reimbursable and non reimbursable expenses.
  • MongoDB does not pay late charges or interest on invoices and endeavors to pay all undisputed invoices within 45 days.


If requested by MongoDB, Outside Counsel will prepare and submit an initial budget following assignment and preliminary review of a matter. Outside Counsel will provide a modified budget when Outside Counsel reasonably expects representation for that matter will exceed the budgeted amount.


MongoDB requires Outside Counsel to submit accruals in a timely manner on a monthly basis. An accrual reflects all fees and expenses incurred or anticipated during a given calendar month, for which Outside Counsel may bill MongoDB.

Monthly accruals must be submitted through Brightflag. Outside Counsel will receive email notifications directly from Brightflag towards the end of each month. Please refer to these emails for specific due dates.

If Outside Counsel is late reporting accruals two times in a calendar year, the next month’s invoice will be marked down 5%.


As collaborators, MongoDB expects our Outside Counsel to review bills before submission, make appropriate corrections, and omit any charges that are excluded by these Guidelines. To the extent there is any discrepancy between these Guidelines and an engagement letter between MongoDB and Outside Counsel, these Guidelines control. If Outside Counsel has any questions or concerns, please discuss with your MongoDB Point.

At MongoDB, every invoice is a certification by our Outside Counsel that the legal services and disbursements are necessary, reasonable, and were incurred legitimately on MongoDB’s behalf. Unless otherwise agreed in writing with the MongoDB Point, all invoices must be submitted in both LEDES and PDF format via the online vendor tool, Brightflag, unless a special exception has been given to Outside Counsel by the MongoDB Point and MongoDB Legal Operations team.

Invoices require all of the following information:

  • Unique invoice number;
  • Date of invoice submission to MongoDB;
  • Billing Period;
  • Outside Counsel firm name, address, and Tax ID if applicable;
  • MongoDB‑designated Matter Name and Matter ID;
    • If a new matter is required, the firm must notify the Legal Operations team with the name of the matter, description of services, and MongoDB Point that has engaged the services.
  • Correct MongoDB entity and address;
  • Charges submitted with appropriate expense codes and appropriate line item; and
  • Detailed description of the work performed in English.

Outside Counsel is required to submit one invoice per matter on a monthly basis for the prior month’s work.


There may be an occasion when MongoDB writes-off certain time or expenses. If Outside Counsel has any questions, please reach out to the MongoDB point.


As part of a standard financial audit of MongoDB, the company’s legal risk and expenses are examined at least annually, if not more often. Sometimes MongoDB auditors seek information from Outside Counsel and given its importance, MongoDB requires Outside Counsel’s timely cooperation.

MongoDB reserves the right to audit Outside Counsel’s bills or to employ an auditing or other firm to do so, and upon MongDB’s request, Outside Counsel will make available any documents that may be reasonably necessary to enable a meaningful audit to be performed. If MongoDB determines that any adjustments should be made on the basis of the audit, MongoDB will share the audit results with Outside Counsel.


Absent written approval from the MongoDB Point, MongoDB will not pay for the following:

  • Administrative, Billing, and Clerical Tasks – This includes new matter proposals, opening and closing matters, conflict checks and conflict waiver requests, disqualification requests or motions relating to your counsel, preparing budgets, forecasts, accruals or invoices, reviewing or rendering bills, addressing questions or disputes about bills, preparing audit letter responses or responding to auditor requests (unless substantive legal work is required and it is pre-approved by the MongoDB Point); e-filing services, updating or organizing files, creating binders, calendaring, docketing, etc. If Outside Counsel feels it should be billed, please ask the MongoDB Point first.
  • Training, Education, Research, and Press Articles – Training, reading about MongoDB in the press, team education, and basic research on matters presumed to be within the team’s existing expertise. This includes attendance at seminars and the purchase of books, treatises, periodicals, or other materials without prior approval from the MongoDB Point.
  • Duplicative Work – More than one attorney attending any hearing deposition or external meeting, unless instructed by the MongoDB Point.

MongoDB reimburses reasonable, documented, and itemized out of pocket disbursements and charges incurred on behalf of MongoDB (with the exceptions set forth in these Guidelines). Outside Counsel disbursements should be at actual cost without any markup and with sufficient detail. Expenses listed as “miscellaneous” or “other” will be rejected. Please see Annex A for a comprehensive list of non-reimbursable expenses.


For proper financial management of our matters, it is critical that MongoDB be fully aware of the costs incurred at all times. Late billings reduce the opportunity to control costs and make it more difficult to recall the validity of certain charges. In addition, MongoDB is obligated to report its financial results regularly, including accruals/estimates for services rendered to MongoDB even if not billed. Therefore, it is important that bills are received promptly so that MongoDB can minimize the need to estimate your bills each quarter.

Invoices for fixed fee arrangements must be submitted in accordance with the schedule in the engagement letter documentation for the matter, with the final invoice billed no later than 30 days after completion of the work. Invoices for hourly work must be submitted monthly within 30 days of the end of the month. If you repeatedly fail to submit bills within this 30-day window, MongoDB reserves the right to impose a late bill penalty for any additional late bills according to the following schedule:




In accordance with MongoDB’s general corporate practice, MongoDB reserves the right not to pay any bill which is submitted more than six (6) months after the end of the month in which the work was performed. MongoDB will not impose penalties or decline to pay bills where bills are late because of: (i) a dispute as to the proper charges that is currently being addressed; (ii) delays by MongoDB in handling the bill; or (iii) any delays that MongoDB has agreed to in writing.

If MongoDB is going to reject an invoice, MongoDB will do its best to get it back to Outside Counsel promptly. It is Outside Counsel’s responsibility to correct rejected invoices according to the rejection notification to the Billing Administrator and to promptly resubmit the invoice no later than 30 days from the e-Billing system-recorded rejection date.

Outside Counsel may not invoice MongoDB for fees or expenses before performing services or incurring an expense.


Other than public court appearances and filings not made under seal, all MongoDB information is confidential. MongoDB expects its collaborators to use reasonable measures to protect all MongoDB confidential information. MongoDB collaborators are not authorized to comment on MongoDB matters (whether on the record, not for attribution or otherwise), and Outside Counsel is not allowed to announce or discuss its representation of MongoDB in any media (including marketing materials and legal publications) without MongoDB’s prior written approval. All press inquiries must be directed to the MongoDB Point and the MongoDB Communications Department at communications@mongodb.com. Any press response will be directed and coordinated by MongoDB.


All work products created for MongoDB’s matters are owned by MongoDB. When requested by MongoDB, Outside Counsel shall promptly provide MongoDB with copies of all legal pleadings, filings, memoranda, settlement agreements, communications, records, drafts, and other documents in electronic form at no cost to MongoDB and in the form and manner requested. MongoDB will not pay for the preparation of “enclosed please find” letters itemizing the requested attachments and will not pay for a summary of the documents forwarded to MongoDB unless this is requested by MongoDB’s Point.



Word ProcessingNo
Online Research ExpensesNo
Express MailRequires prior approval
CouriersRequires prior approval
Administrative, Billing, and Clerical TasksNo
Support ServicesNo
Office ConferencesNo
MealsRequires prior approval
Local TravelNo
Non-Local TravelRequires prior approval
AirfareRequires prior approval
AccommodationsRequires prior approval
Travel TimeNo
Court FeesRequires prior approval
Subpoena FeesRequires prior approval
Witness FeesRequires prior approval
Deposition TranscriptsRequires prior approval
Trial TranscriptsRequires prior approval
Litigation Support VendorsRequires prior approval
ExpertsRequires prior approval
Private InvestigatorsRequires prior approval
Arbitrators/MediatorsRequires prior approval
Local CounselRequires prior approval
Other ProfessionalsRequires prior approval
OtherRequires prior approval
TranslationRequires prior approval
DrawingsRequires prior approval
Patent/Trademark RecordsRequires prior approval
Searching and MonitoringRequires prior approval
Official FeesRequires prior approval
Post-Issuance Patent Maintenance and Trademark Renewal FeesRequires prior approval
Word Processing
Online Research Expenses
Express Mail
Administrative, Billing, and Clerical Tasks
Support Services
Office Conferences
Local Travel
Non-Local Travel
Travel Time
Court Fees
Subpoena Fees
Witness Fees
Deposition Transcripts
Trial Transcripts
Litigation Support Vendors
Private Investigators
Local Counsel
Other Professionals
Patent/Trademark Records
Searching and Monitoring
Official Fees
Post-Issuance Patent Maintenance and Trademark Renewal Fees
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
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Requires prior approval
Requires prior approval
Requires prior approval
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Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval
Requires prior approval