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  5. Outside Counsel Guidelines (OCGs)

Outside Counsel Guidelines (OCGs)

A corporate client's written requirements governing how outside law firms must handle matters, bill for work, manage data, and use technology — including AI tool restrictions and disclosure obligations.

Last reviewed: 2026/05/18

Definition

Why It Matters for Lawyers

Frequently Asked Questions

Q: Can a law firm use AI on a client matter without the client's knowledge?
This depends on the applicable OCGs, engagement letter terms, and jurisdiction-specific professional responsibility rules. Many corporate OCGs now require affirmative disclosure of AI use. Even absent explicit OCG language, some bar guidance suggests disclosure is appropriate when AI plays a material role in work product. Firms should review both OCGs and ethics rules before assuming silence implies permission.
Q: Should firms bill clients for time saved by AI tools?
This is an evolving area. Clients increasingly expect AI efficiency gains to translate into lower fees rather than the same fees for less time. Some OCGs explicitly prohibit billing for time attributed to AI-generated work product. Firms and clients are advised to address this directly in engagement letters or OCG negotiations rather than leave it undefined. --- *Last reviewed: 2026-05-19 by LawyerAI Editorial Team.*

Last reviewed: 2026/05/18. Definitions are written by the LawyerAI Editorial team. We do not accept affiliate commissions; Featured placement is clearly labeled and does not influence editorial content.

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© 2026LawyerAI Editorial

Outside Counsel Guidelines (OCGs) are contractual or quasi-contractual documents issued by corporate clients that establish binding requirements for the outside law firms they retain. OCGs typically cover billing practices (approved rates, billing codes, prohibited charges), staffing and matter management expectations, data security and confidentiality requirements, conflicts of interest protocols, and increasingly, technology use policies. As AI tools have proliferated, corporate clients have begun amending OCGs to address whether outside counsel may use AI on client matters, what disclosure obligations apply, and whether AI-generated work may be billed at attorney rates.

OCGs are now a primary governance mechanism through which corporate clients regulate their outside counsel's use of AI. Firms that use AI tools without reviewing applicable OCGs risk billing disputes, fee reductions, or relationship damage. Conversely, firms that can demonstrate AI use complies with client OCGs — and that delivers the efficiency gains clients expect — are better positioned competitively. Legal operations teams drafting or updating OCGs face the challenge of writing technology provisions that are specific enough to be enforceable but flexible enough not to prohibit beneficial AI use.