# Outside counsel guidelines
> Source: https://legalcode.md/skills/legalcode-outside-counsel-guidelines | [HTML version](https://legalcode.md/skills/legalcode-outside-counsel-guidelines)

Draft, update, or audit outside counsel guidelines (OCGs) — the overarching billing and conduct policies governing law firm relationships for corporate legal departments.

Draft, update, or audit outside counsel guidelines (OCGs) — the overarching billing and conduct policies governing law firm relationships for corporate legal departments. Covers billing rates, staffing requirements, block-billing prohibition, expense policies, budget management, LEDES/UTBMS e-billing compliance, alternative fee arrangements (AFAs), diversity and inclusion reporting, performance scorecards, AI and technology provisions, and enforcement mechanisms. Supports two modes: (1) Draft or update an OCG from scratch for a legal department or organization, and (2) Audit existing outside counsel invoices or billing practices against an established OCG. Jurisdiction-agnostic with [JURISDICTION-SPECIFIC] markers for local billing ethics rules. Use when a legal ops team needs an OCG, when an existing OCG needs updating to reflect AFA trends or AI provisions, when a law firm needs to understand client billing expectations, or when invoices are under dispute. Also triggers on: billing guidelines, outside counsel policy, legal billing guidelines, law firm billing rules, LEDES invoice, UTBMS codes, legal spend management, matter budgets, convergence programs, AFA negotiation.

This skill enables AI-assisted drafting, updating, and auditing of **outside counsel guidelines (OCGs)** — the foundational policy documents that corporate legal departments use to govern billing practices, staffing, and conduct for all retained law firms. **Covers:** - Drafting a complete OCG from scratch or updating an existing one - Auditing outside counsel invoices against OCG requirements - LEDES/UTBMS format compliance analysis - Alternative fee arrangement (AFA) provision design - Diversity and inclusion requirement structuring - Enforcement mechanism design (penalty reductions, rejection procedures, appeals) - Professional responsibility boundary analysis (MRPC Rules 1.5, 1.6, 1.7, 1.8, 5.4) - Performance scorecard design **Does not:** - Provide legal advice or replace qualified legal counsel or bar ethics opinions - Draft the underlying engagement letters or matter-specific scopes of work - Guarantee that OCG provisions are enforceable in every jurisdiction - Apply to any single jurisdiction exclusively — jurisdiction-agnostic with [JURISDICTION-SPECIFIC] markers **Two operating modes:** - **Mode A — Draft/Update**: Create a new OCG or revise an existing one to current market standards - **Mode B — Billing Compliance Audit**: Analyze invoices or billing practices against an existing OCG and generate a compliance report This is a jurisdiction-agnostic skill. The OCG's own governing law clause ...

## Jurisdictions

Global



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