Most contract review produces a long list of caveats and no decision. A useful review tells you which clauses carry real exposure for your business, what to ask for instead, and whether the deal is worth signing as written.
Not a memo describing what is wrong. The redline itself, with the words you can send back to the other side.
Most commercial agreements contain three or four provisions that determine your real exposure. The rest is boilerplate worth reading once and not negotiating.
Not what the clause says, which you can read. What it means when something goes wrong, who pays, and how much.
Including the cases where the honest answer is that the agreement is fine and you should sign it.
Master service agreements, statements of work and purchase terms, including the ones a larger counterparty presents as non-negotiable. Several usually are negotiable.
Order forms, terms of service, service levels and data terms. See SaaS and licensing for the product side of this work.
Compensation terms, restrictive covenants, and repayment clauses. Repayment provisions in particular are being narrowed by statute — see what you can actually claw back when an employee leaves early.
Scope, IP assignment and the classification question underneath both, which is where the expensive mistakes live.
Usually quick, occasionally not. Mutual versus one-way, the definition of confidential information, and how long the obligation actually runs.
Personal guarantees, escalation, assignment and what happens if you need to leave early.
Governance, transfer restrictions, deadlock and exit — the terms nobody reads until the relationship is already strained.
For nonprofits: use-of-funds restrictions, reporting obligations and clawback conditions.
A cap at twelve months of fees means something different on a $2,000 contract than a $200,000 one. Carve-outs often swallow the cap entirely.
The difference between indemnifying someone and defending them is the difference between paying a judgment and paying for the lawyer from day one.
Who owns what you build, what rights the other side gets in your materials, and whether a perpetual licence has quietly been granted.
Notice windows that are easy to miss, renewals that lock in another year, and whether you can leave for convenience or only for cause.
When payment is actually due, what happens if it is late, and whether the other side can withhold against unrelated disputes.
Where your data goes, who else touches it, and whether the terms conflict with commitments in your own customer agreements.
A favourable contract litigated three time zones away is less favourable than it looks.
What you are promising, what you are disclaiming, and when the other side is deemed to have accepted.
Their paper is written for their risk tolerance, not yours, and their first draft assumes you will not read it closely.
The cost of a bad term compounds. A three-year agreement with an auto-renewal deserves an hour of attention.
These are the three categories where a poorly drafted clause does damage that money cannot easily undo.
Read the term length and the definition of confidential information yourself, and move on.
If the downside is capped at a small number and you can walk in thirty days, the review may cost more than the risk.
Companies signing the same kind of agreement repeatedly are better served by their own standard form and a short set of negotiating rules. See vendor and customer contracts.
The document, who the counterparty is, what the deal is worth, and what you are worried about. The context changes the review more than the document does.
Initial consultations are free. Some reviews need a conversation first; many do not.
With the summary, the flagged provisions and the recommendation described above.
Some clients take the redline and run the conversation themselves. Others would rather the lawyer handle it directly. Either is fine.
Businesses reviewing agreements every week usually move to an ongoing arrangement rather than paying per contract. That is the Fractional General Counsel model, and it is worth considering once contract volume becomes routine.