Outside Counsel Guidelines Template (Billing, Staffing)

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.

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Revision history

1. Engagement and conflicts

• 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

3. Budgets and fee arrangements

• 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

5. Invoices

• 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

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

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

• 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

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

9. Performance reviews

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.