# Outside Counsel Guidelines: [Organisation name]

> Guidelines that an in-house legal department issues to the law firms
> and legal service providers it instructs: engagement and conflicts,
> staffing, budgets, billing rules, invoice format and review,
> confidentiality and information security, communication and
> performance reviews. Built from in-house practice and informed by the
> Firm and Vendor Management and Financial Management areas of the CLOC
> Core 12. Professional conduct rules are named as dated UK and US
> examples. Replace every `[bracketed]` value and every row marked
> *Example*. This is a documentation format, not legal advice.

<!--
Guidance: How to use this template
- Send the guidelines with every engagement letter and ask the firm to
  confirm acceptance in writing. Where the engagement letter and these
  guidelines conflict, say in section 1 which one wins.
- Guidelines cannot override a lawyer's professional duties. Write
  rules about billing and process, and leave professional judgment to
  the firm.
- The worked example is fictional: Quillmere Systems Ltd and its panel
  firm Ashcombe Ledger LLP. Delete it before use.
- Related documents: Matter Intake and Triage
  (`legal-ops/matter-intake-triage`), Legal Spend Budget
  (`legal-ops/legal-spend-budget`), Legal Hold Notice
  (`legal-ops/legal-hold-notice`), Contract Review Playbook
  (`legal-ops/contract-review-playbook`), Supplier Security Assessment
  (`compliance/supplier-security-assessment`), Vendor Evaluation
  Scorecard (`business/vendor-evaluation-scorecard`).
- Common pitfall: rules that the legal team never enforces. Only write
  rules you will apply at invoice review (section 6).
-->

## Document control

<!-- Guidance: Legal operations owns the guidelines; the general counsel approves them. Tell firms about changes with at least [30] days' notice before they apply to new invoices. -->

| Field | Value |
|---|---|
| Document ID | [LEG-OCG-001] |
| Version | [1.0] |
| Status | [Draft / Approved] |
| Owner | [@legal-operations-manager] |
| Approved by | [@general-counsel] |
| Applies to | [All law firms, barristers' chambers via instructing solicitors, alternative legal service providers] |
| Effective from | YYYY-MM-DD |
| Last updated | YYYY-MM-DD |
| Classification | [Shared with panel firms] |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 1.0 *(Example)* | 2026-10-30 | Legal operations manager | First issue |

## 1. Engagement and conflicts

<!-- Guidance: Define who may instruct a firm and what must exist before work starts. Firms run their own conflict checks under their professional rules; ask them to confirm the result in writing. -->

- Only the [general counsel or a lawyer named by them] may instruct
  outside counsel. Work requested by anyone else is not authorised and
  will not be paid.
- Each matter has a written engagement letter or matter instruction
  stating the scope, the responsible partner, the fee arrangement, the
  budget and the matter number from the intake log
  (`legal-ops/matter-intake-triage`).
- The firm confirms in writing that it has checked for conflicts of
  interest before starting. It tells us at once if a conflict arises
  later. For solicitors in England and Wales, the SRA Code of Conduct
  for Solicitors, RELs and RFLs, paragraph 6.2, governs conflicts; in
  the US, state rules of professional conduct apply, most of them
  based on the ABA Model Rules.
- Order of precedence: [engagement letter, then these guidelines, then
  the firm's standard terms].

## 2. Staffing

<!-- Guidance: Staffing rules control cost and continuity. Approve the team at the start and changes during the matter. -->

| Rule | Detail |
|---|---|
| Approved team | The responsible partner proposes a team in the engagement letter; we approve it |
| Changes | New timekeepers need our prior approval; time spent getting new team members up to speed is not billed |
| Leverage | Work is done at the lowest level of seniority consistent with quality |
| Meetings | Only the attendees we approve may bill for internal or client meetings |
| Trainees and summer associates | Not billed unless approved in advance |
| Continuity | The responsible partner stays on the matter unless we agree otherwise |

## 3. Budgets and fee arrangements

<!-- Guidance: Ask for a phase budget on every matter expected to exceed the threshold. Alternative fee arrangements reward predictability; use them where the scope is clear. -->

- A budget by phase is required for every matter expected to exceed
  [USD 25,000] in fees. The firm sends it within [10] business days of
  instruction, with assumptions.
- The firm notifies us in writing as soon as it expects fees to exceed
  the budget by more than [10]%, with the reason and a revised
  estimate. Fees above the approved budget without such notice may not
  be paid.
- Fee arrangements we prefer, in order: [fixed fee per phase, capped
  fee, blended hourly rate, standard hourly rates with discount].
- Rates are fixed for [12] months from engagement. Rate increases need
  [90] days' notice and our written agreement.

For solicitors in England and Wales, paragraph 8.7 of the SRA Code of
Conduct requires the best possible information on pricing and likely
overall cost at engagement and as the matter goes on. US state rules
modelled on ABA Model Rule 1.5 deal with reasonable fees and with
explaining the basis of the fee.

## 4. Billing rules

<!-- Guidance: Write rules as items that will be paid or not paid. Each rule should be checkable on the invoice. -->

| Rule ID | Rule |
|---|---|
| BR-01 | Time is recorded in increments of 0.1 hour, describing the task, the purpose and the person |
| BR-02 | No block billing: each task is a separate entry with its own time |
| BR-03 | Internal conferences: only the most senior attendee bills, unless we approved more |
| BR-04 | Administrative and clerical work (filing, scheduling, opening files, conflict checks) is not billed |
| BR-05 | Research above [3] hours on one question needs prior approval |
| BR-06 | Preparing and correcting invoices and budgets is not billed |
| BR-07 | Disbursements at cost without mark-up; no charge for routine copying, phone, or software subscriptions |
| BR-08 | Travel time billed at [50]% when work is not done; economy travel |
| BR-09 | Experts, counsel and vendors engaged only with our prior written approval |
| BR-10 | Time entries older than [60] days at invoice date are not paid |

## 5. Invoices

<!-- Guidance: Electronic billing makes rules enforceable. LEDES formats and UTBMS task codes let you compare matters and firms. -->

- Invoices are submitted [monthly] through [e-billing platform] in
  [LEDES 98B / LEDES XML 2.2] format, one invoice per matter, within
  [30] days of month end.
- Each entry carries a UTBMS task and activity code from the code set
  we name per matter (for example the ABA Litigation code set for
  disputes, the ABA Counseling code set for advice).
- The invoice shows the matter number, the budget, fees to date and
  the remaining budget.
- We pay approved invoices within [45] days of receipt. Disputed lines
  are paid when resolved; undisputed lines are not held back.

## 6. Invoice review

<!-- Guidance: Apply the rules the same way to every firm. Record each reduction against a rule ID so firms can see the pattern and fix it. -->

*Example: Ashcombe Ledger LLP, invoice for August 2026 work on MAT-2026-0142 (early case assessment phase).*

| Timekeeper | Hours | Rate (USD) | Amount (USD) |
|---|---|---|---|
| Partner | 6.0 | 650 | 3,900 |
| Senior associate | 18.5 | 420 | 7,770 |
| Associate | 22.0 | 310 | 6,820 |
| Paralegal | 9.0 | 160 | 1,440 |
| **Invoice total** | **55.5** | | **19,930** |

| Reduction | Rule | Hours | Amount (USD) |
|---|---|---|---|
| Associate entry combining three tasks in one line | BR-02 | 2.5 | 775 |
| Internal conference billed by senior associate and associate as well as partner | BR-03 | 2.0 (1.0 each) | 730 |
| Paralegal time for file opening and scheduling | BR-04 | 2.0 | 320 |
| **Total reductions** | | **6.5** | **1,825** |

Approved for payment: USD 19,930 less USD 1,825 = USD 18,105. The
reviewer sends the reductions to the responsible partner with the
rule IDs; the firm may respond within [15] days.

## 7. Confidentiality, data and security

<!-- Guidance: Firms hold your most sensitive information. Set minimum controls and incident notice, and assess firms like other critical suppliers. -->

- The firm keeps our information confidential under its professional
  duties (for solicitors in England and Wales, SRA Code paragraph 6.3)
  and the engagement terms.
- Where the firm processes personal data for us, the parties agree
  their roles and the required data protection terms before transfer.
- Minimum controls: encryption in transit and at rest, multi-factor
  authentication, access limited to the matter team, no use of our
  data to train AI tools without our written consent, and secure
  deletion or return at the end of the matter.
- The firm notifies us within [24] hours of becoming aware of a
  security incident affecting our information.
- We may send a security questionnaire
  (`compliance/supplier-security-assessment`) at onboarding and every
  [2] years.
- The firm complies with any legal hold we issue
  (`legal-ops/legal-hold-notice`) for documents it holds for us.

## 8. Communication and reporting

<!-- Guidance: Agree what you need and when. Reports should support your own reporting to the business and to finance, including accruals. -->

| Report | Content | When |
|---|---|---|
| Matter status | Progress, next steps, risks, changes to budget | [Monthly], and at once for material developments |
| Accrual estimate | Fees for work done but not yet invoiced | By the [3rd] business day after each quarter end (`legal-ops/legal-spend-budget`) |
| Case assessment | Likely outcome range and estimated cost to complete | At key stages, for disputes |
| Closing note | Outcome, lessons, final cost against budget | Within [30] days of closing |

Do not send merits assessments to people outside the legal team
without our instruction, to protect privilege where it applies.

## 9. Performance reviews

<!-- Guidance: Review panel firms at least once a year with a short scorecard. CLOC's Firm and Vendor Management area describes structured business reviews of this kind. -->

| Criterion | Weight *(Example)* | Score 1 to 5 | Evidence |
|---|---|---|---|
| Quality and outcome | 30% | [ ] | Matter outcomes, internal feedback |
| Responsiveness and communication | 20% | [ ] | Report timeliness |
| Budget accuracy | 20% | [ ] | Final cost against budget |
| Compliance with billing rules | 15% | [ ] | Reductions per invoice |
| Value add (training, know-how, secondments) | 15% | [ ] | Log of value add |

Weights total 100%. Results feed the next panel review and the
allocation of work.

## Standard and licence note

Based on in-house legal practice for outside counsel guidelines,
informed by the Firm and Vendor Management and Financial Management
areas of the CLOC Core 12 (What is Legal Operations, August 2020),
cited by name only. Professional rules named: SRA Code of Conduct for
Solicitors, RELs and RFLs, paragraphs 6.2, 6.3 and 8.7
(https://www.sra.org.uk/solicitors/standards-regulations/code-conduct-solicitors/),
and the ABA Model Rules of Professional Conduct, Rule 1.5 (Fees), as
the basis of many US state rules
(https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/).
E-billing formats: LEDES (https://ledes.org/); task and activity codes:
UTBMS (https://utbms.com/). Check the current official texts. All rules,
figures and rates are examples; the organisation and firm are
fictional. All text is original wording. This is a documentation
format, not legal advice.

Template licence: MIT.