In recent years, law firms have seen a proliferation of complex outside counsel guidelines (OCGs) governing the relationship between the firm and the client. OCGs can be a nightmare for a variety of reasons:

  • Every client has its own self-interested contract terms that are often lengthy and impose non-standard, onerous obligations on the law firm.
  • OCGs embody diverse obligations impacting the law firm in multiple areas — billing, expenses, staffing, reporting, information security, warranties, conflicts, confidentiality, and much more.
  • Contracts run from tens to hundreds of pages. We hear stories of OCGs ending up in some random drawer where alarm-raising mandates, like indemnity clauses, can get overlooked without proper review and consideration.


In short, OCGs create an unwieldly and expensive overhead for law firms. In a recent Intapp survey, 45% of respondents hoped for a technological solution that would help them make sense of these guidelines. With different guidelines coming in from each client, managing OCGs can prove particularly challenging without the right technology in place.

Managing Client Commitments

In response to OCG challenges, law firms have built homegrown, point software solutions and spreadsheets to manually capture and identify OCG terms. However, there are many limitations of this approach:

  • Reviewing and categorizing client terms is labor intensive, involving manual re-keying of clauses by lawyers and risk staff
  • Maintaining a repository of collected documents for each business function (lawyers, finance, risk, IT, records, business development) can be complicated because each may have a different understanding of the provisions controlling the firm’s relationship with the client.
  • Navigating and finding information quickly in point solutions can be difficult, and spreadsheets can quickly become unwieldy, as they depend on the knowledge and dedication of the risk team to locate and share relevant terms. This data is stored in multiple, disconnected silos rendering it nearly impossible to share across the firm.

The bottom line is that everyone in the firm interacting with clients  should be aware of the specific rules of engagement and how they impact day-to-day service delivery. Leading practices evolve by including subject matter experts from multiple disciplines, such as the GC, risk team, finance, records, HR, IT, and practice management working together to manage and adhere to OCGs.

Enter OnePlace for Risk with Intapp Terms

In 2015, Intapp began solving the challenge of OCG management, working with customers to pioneer the development of a client terms application that could cover all the bases.

  • Centralizing, categorizing, extracting, and using OCG terms across the firm, ensuring key stakeholders were fully informed
  • Integrating OCG terms with core firm systems, including client-matter inception, conflicts, time entry, information security, and finance systems
  • Harnessing machine learning and AI to assist lawyers and risk teams to categorize OCGs quickly and effectively
  • Using document comparison to review updates to OGCs and advanced reporting to analyze frequency of terms, variations, and trends across industries
  • Allowing firms to negotiate terms of business from a position of confidence and knowledge and focus resources on delivering an exceptional client experience.

The advanced capabilities built into Intapp Terms — part of the OnePlace for Risk solution — give law firms robust systems and processes to manage high volumes of OCGs and take a proactive, strategic approach to terms management.

Managing client commitments has become a permanent administrative function. Compliance is paramount, but can only be achieved after a thorough understanding of the firm’s obligations. Success requires connecting OCGs with related firm departments for proper governance and oversight, as well as centralized management, clearly articulated business processes, and technology that supports evolving requirements.

With proper systems in place, OCGs now serve as an opportunity for exceptional client service, rather than just a high overhead cost. Say goodbye to spreadsheet hell!

Learn more about Intapp Terms.

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