Large corporate clients have long promulgated guidelines for their outside counsel. Municipalities and smaller clients are now doing so as well. Many of those guidelines raise concerns in various respects—sometimes in the definition of who the “client” is or what constitutes a conflict, sometimes in the billing guidelines, and sometimes in indemnity provisions. Some of these provisions are simply problematic—firms can agree to them if they choose, but need to be aware of the sweeping obligations they are undertaking. Other provisions, especially the indemnity clauses, pose a more serious threat. Given these concerns, lawyers and firms should to be wary of outside counsel guidelines (OCGs), adopt a procedure on handling them, and ensure that all lawyers forward OCGs and other client-tendered engagement letters to the firm’s general counsel or other designated lawyer for review.