Contract review is the systematic process of reading a contract carefully, understanding what you're agreeing to, identifying risks, and negotiating changes before you sign. It's how businesses protect themselves from unfavourable terms, unexpected costs, and disputes that could have been avoided.
Every contract you sign is a business decision. When you skip review or rush through it, you're making that decision blind.
Unlimited indemnity, uncapped liability, or hidden fees can create obligations far beyond the deal value.
Missing data processing terms or non-compliant provisions can trigger regulatory penalties.
Lock-in clauses, auto-renewal, and one-sided termination rights limit your flexibility.
Understand the big picture: what's this contract about? Who are the parties? What type of contract is it? What's the term length?
Find the clauses that matter: liability, indemnification, IP, payment, termination, confidentiality, governing law.
For each clause, ask: Is this standard? Favourable? Risky? Unacceptable?
Compare against your playbook or internal guidelines. If you don't have one yet, document terms from your last five contracts as a baseline.
Propose changes to risky clauses. Decide which fights are worth fighting.
Final sign-off. Set calendar reminders for renewal dates and termination deadlines.
Who covers whose losses? Is there a cap? Unlimited indemnity means you could be liable for costs outside your control.
What's the cap? Most reasonable caps sit between contract value and 12 months of fees. Unlimited liability is rare but dangerous.
Can either party exit? How much notice? What post-termination obligations survive?
Who owns what's created during the contract? Are pre-existing IP rights protected?
What's confidential? How long? Overly broad clauses restrict your ability to reference your own work.
Amount, schedule, late fees, currency, price escalators. A huge driver of cash flow problems.
Which jurisdiction's laws apply? Which court? This matters massively if there's a dispute.
What happens if something outside both parties' control occurs? Which obligations are suspended?
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