How to read outside counsel guidelines

Published 6 October 2026. Updated 6 October 2026.

Outside counsel guidelines, often shortened to OCGs, are the rules a corporate client sets for the law firms it hires. They cover how the firm assigns lawyers to a matter, what work needs permission first, what the client will pay for and how invoices must look.

The document is usually issued by the client's in-house legal department, it can run to many pages, and it is easy to read once at the start of the relationship and then put away. Billing problems appear later, when nobody remembers clause 3.2. This guide shows how to read a guideline so the billing rules are easy to find and reuse. Once you have the rules, checking an invoice against them becomes routine.

What is usually in a guideline

Structure varies, but most guidelines cover some mix of these topics:

• Staffing and roles. Who should work on matters, limits on the number of timekeepers, rules about who does which task.
• Rates. Agreed hourly rates, how and when increases may be requested, and rules about rates for particular roles.
• Budgets and early case assessments. Estimates the firm must provide, and what happens when work exceeds them.
• Work that needs permission first. Large research projects, certain motions, experts, or other significant spending.
• Expenses. What is reimbursable, at what amount, and what counts as overhead.
• Time entry rules. Increments, narrative detail, block billing, task and activity codes.
• Invoice format and deadlines. File formats, how often to bill, and how long the firm has to submit.
• Other terms. Conflicts, confidentiality, reporting and similar topics.

Not all of these are billing rules for the purposes of an invoice check. The ones that matter most at invoice time are the time entry rules, expenses, the staffing and meeting limits, and the rules on work that needs permission first.

Step 1: Read it once, with a highlighter

Start by reading the whole guideline once, marking every sentence that says what the firm must do, must not do, or may do only in a particular way. Words to watch for are "shall", "shall not", "will not be paid", "must", "limited to", "only" and "unless".

Ignore the background and the aims. A sentence that says the client values efficiency does not create a billing rule.

Step 2: Write each rule as one line

For every marked sentence, write a line with the clause number, a short rule in your own words and the quoted text next to it. For example:

Keep the exact wording. When a client questions an entry, the quote lets you see at once whether the rule really says what you remember.

Step 3: Sort the rules by how you will check them

Sorting tells you how much work each rule creates:

1. Arithmetic rules can be checked with a calculator or filter: increments, travel limits, attendance limits.
2. Narrative rules need someone to read entries: specificity, combined tasks, clerical work.
3. History rules need totals across invoices or matters: annual or aggregate caps.
4. Process rules concern what happened before the work, such as permission requested in time.

Only the first two are likely to be settled from a single invoice. For the other two, keep a running record outside the invoice.

Step 4: Note what the guideline does not say

If the guideline has no rule on a topic, do not treat the topic as safe. Look for catch-all wording, such as "all time must be reasonable and necessary", and for billing rules the client sets inside its e-billing portal, and note both separately. A catch-all clause can be cited against almost any entry.

Step 5: Keep it current

Store the rule list beside the guideline, with the date of the version it came from. When a new version arrives, compare the two and update the list. A rule list built from an old version is worse than none, because it gives false comfort.

Common reading mistakes

• Reading only the billing section. Staffing, meeting and permission rules often sit elsewhere in the document.
• Paraphrasing without keeping the clause number.
• Treating one client's rule as true for all clients.
• Missing exceptions that appear in the next paragraph.
• Never going back to the document after the first matter.

How BillPrecheck does this step

BillPrecheck splits the client's guideline into clauses and picks out the billing rules in it. Rules it can test with numbers or structure are checked that way. Other rules are applied to each narrative, and every flag must quote the clause word for word. A flag whose quote is not found in the guideline shows as To check.

When a check finishes, you download a rules file listing the rules used for that run, so you can reuse it on the same client's next invoice. Caps that need billing history across invoices are not checked, and neither are rate caps or daily hour caps today, so keep your own record of those.

You upload the guideline as a PDF, Word or text file, together with the draft invoice. A second AI model reviews the result. BillPrecheck has been tested only on invented guidelines and invoices so far, and it does not decide what is billable: that stays with the responsible lawyer.

One invoice check costs 23 credits, with packs from $25 and no subscription. Create an account to try it with one of your own guidelines.

Questions

Should the rule list replace the guideline itself?

No. The list is a working aid for invoice checks. The guideline is still the document the client relies on, so keep the two together and go back to the full text whenever an entry is questioned.

Do all clients use the same guideline format?

No. Some send a long PDF, some a short Word document, some publish rules in an e-billing portal. Structure and wording differ, so each client needs its own rule list.

How often should a firm re-read a client's guideline?

Whenever the client sends a new version. For a client you bill regularly, it also helps to confirm once a year that you hold the current version, since a revision is not always announced.