What Is Contract Review?
Contract review is a process of reading and understanding a written agreement, often on a line-by-line basis. When a lawyer reviews a contract, they deeply analyze whether a contract is fair. They also look for loopholes to make sure you are protected once you sign the contract. A lawyer reviewing a contract may complete a few different key tasks, including:
- Examining the contract
- Explaining the contract to you
- Suggesting changes that would be in your best interest
Do You Need to Get a Contract Reviewed?
Contract review is an important component of any agreement made using a contract. This includes both business and personal contracts. All in all, if you're making a decision using a contract, you want to make sure you do not have a legal issue later on by having a lawyer review that contract before you sign it. Reasons to obtain a legal review of any contract include:
- Guaranteeing legality: You want to know your contract will stand up in court if necessary. A contract review will make sure all the terms used in the contract are indeed lawful and legal.
- Preventing misunderstandings: Having a lawyer review your contract will help ensure that all terms in the contract are clear. That in turn prevents parties to the agreement from misunderstanding what they sign.
- Minimizing legal problems: By ensuring all terms in a contract are both legally binding and understood by the parties signing the agreement, a contract review makes it less likely that future legal issues will arise.
What Is the Contract Review Process Like?
A contract review lawyer works with contracts, doing everything from creating and revising the document to helping you negotiate a contract's terms with the other parties. Contract review follows four general steps:
- Drafting the contract: A specific contract is created either by using a template or by having a lawyer write it.
- Reviewing the contract: A lawyer reviews the initial draft of the contract.
- Negotiating the contract: Once you have a contract draft you can work with, you can negotiate any changes you may want with the other parties (and vice versa).
- Signing the contract: After all parties to the agreement understand the terms of the contract and agree, everyone will sign the contract.
You can work with a lawyer to have a contract reviewed no matter which side of the process you are on. In other words, if you need to write a contract, a contract lawyer can be a big help. Likewise, if you are about to sign a big contract, you can first have that contract reviewed by a lawyer so you understand all terms and receive advice about any revisions you might need to request.
A contract review can highlight clauses or terms for you that are unclear or might cause problems in case of a dispute. The lawyer reviewing your contract can also show you clauses or terms that put you at a disadvantage or otherwise restrict your rights.
Once you understand your contract's legal consequences following an initial contract review, the contract lawyer can advise you on the best next step to take. Typical courses of action after a contract review include:
- Signing the contract as it is written
- Asking the other party to make minor modifications
- Asking for major changes to the contract
- Drafting an entirely new contract and then sending it to the other party
- Renegotiating the entire deal
What Types of Contracts Should Be Reviewed?
It's a good idea to have any type of contract reviewed before you sign it. Some common kinds of legal documents that require review include:
Employment contracts involving hiring someone to begin a new job or position. Key details of these contracts include:
- Intellectual property
- Job description
- Job security
- Non-compete clauses
- Non-solicitation clauses
- Start and end date
- Termination cause
Here is an article about employment contracts.
Freelancers may want to review larger contracts or contracts they plan to use frequently. Details reviewed will include:
- Ownership of work
- Payment amounts
- Scope of work
Real Estate Contracts
Many documents are involved with the selling, purchasing, or leasing of property. Examples include:
- Bills of sale
- Legal descriptions of property
- Mortgage loan documents
- Plot of land surveys
- Title insurance
Here is an article about real estate contracts.
Purchase agreements are contracts that transfer property such as vehicles, real estate, or other tangible assets from one party to another. Purchase agreements may involve many of the documents listed under real estate contracts as well.
Image via Unsplash via cytonn_photography
What Lawyers Look for During a Contract Review
A lawyer will look for many key details when reviewing a contract. This includes:
- Deadlines: If a task or tangible asset is due at a certain point, the contract should make this clear.
- Dispute resolution: A contract should clearly explain how parties can resolve disagreements that might arise over the course of the agreement.
- Blank spaces: A contract review will ensure you have not left any blanks unfilled in the contract. Though that may seem obvious, checking that all blanks have been filled in is very important. If you leave a space blank, someone could go back in and fill in something you would not otherwise agree to.
- Indemnification: Most contracts should have mutual language when it comes to indemnification. If a contract review reviews that only one party to the agreement is indemnifying, a lawyer will usually recommend you have that clause removed unless indemnification can be made mutual. Mutual language is important to include even in cases when one party could not be the cause of liability.
- Renewals: If a contract could be renewed automatically, the contract should specify whether or not you agree to automatic renewals.
- Representation: A contract should not give or accept any information that you do not know to be true.
- Responsibilities and rights: A contract should clearly explain what each party is entitled to as well as the obligations each party must fulfill.
- Risk allocation: A contract should detail how risk is allocated. Otherwise, you could run into a financial problem or another type of problem without clear guidance about who is at fault and how to fix the issue.
- Parties involved: A contract should use complete names to avoid confusion and list everyone involved in the agreement.
- Termination: A contract should specify possible causes for termination, detailing when, how, and under what specific terms a contract may end. A contract review will make sure the document contains appropriate language that defines the terms and process for breaking that contract.
- Terms: A contract is only a starting point, opening the possibility for further negotiation. You can negotiate terms you are not satisfied with. A lawyer reviewing the contract can point out terms that are not in your best interest. A lawyer will also check that all business terms used in the contract are accurate and legal.
- Warranties: Likewise, warranty terms should be clear in the final contract.
Whether you need to draft a contract or have received a contract to sign, you want to make sure you completely understand the terms and that the contract protects you legally. This is true of both business and personal contracts. Working with an experienced contract lawyer to review your contract will help you create a contract that does its job.
Meet some of our Contract Review Lawyers
I have been practicing law for 35 years. In addition to my law degree, I hold an MBA. I've created six companies, currently act as outside counsel to another 12, and have been an advisor to more than 100 startups and entrepreneurs.
I am a licensed and active Business Attorney, with over 20 years of diverse legal and business experience. I specialize in contract review, drafting, negotiations, ecommerce business transactions, breach of contract issues, contract dispute and arbitration. I am licensed to practice in New York and Connecticut. I am a FINRA and NCDS Arbitrator. My experience includes serving as General Counsel to small businesses. I negotiate, draft and review a wide array of commercial contracts; provide business strategy and employment advice and assist in the sale of businesses entities. I work extensively with various kinds of contracts. In reviewing agreements, I conduct risk analysis of contract and interpret the terms and conditions so that clients understand exactly what their obligations are under the agreement and are protected as much as the law requires. I am detailed and thorough in my review and drafting of agreements. Additionally, I advise clients on how to limit their liability and lower their contractual risk. I specialize in breach of contract issues and arbitration. I have been a Hearing Officer, presiding over cases and rendering written decisions; a Civil Court Arbitrator presiding over cases in contract law, commercial law, etc., a Judicial Clerk in Civil Court; a Vice President at an Investment Bank and an Attorney at top AML law firms.
Carlos Colón-Machargo is a fully bilingual (English-Spanish) attorney-at-law and Certified Public Accountant (CPA) with over twenty years of experience. His major areas of practice include labor and employment law; business law; corporate, contract and tax law; and estate planning. He is currently admitted to practice law in Georgia, Florida, the District of Columbia and Puerto Rico and currently licensed as a CPA in Florida. He received a Master of Laws from the Georgetown University Law Center in 1997, where he concentrated in Labor and Employment Law (LL. M. in Labor and Employment Law) and a Juris Doctor, cum laude, from the Inter American University.
Graduate of Georgetown Law (J.D. and LL.M in Taxation) Injury Claims Adjuster before law school for top insurer Eight plus years of legal experience Past roles: Associate at premier boutique law firm in the DC metro area Policy Associate at a large academic and research institution Solo Practice Areas of Expertise: Contracts Business Formation Trusts and Estates Demand Letters Entertainment Transactions
As a business law attorney serving Coral Springs, Parkland, and Broward County, FL, Matthew has been recognized as “AV” rated, which is the highest rating an attorney can achieve through Martindale’s Peer Review system. Year after year Matthew is listed in the “Legal Leaders” publication as a top-rated attorney in South Florida in the areas of litigation, commercial litigation, and real estate. Matthew is also a graduate and instructor of the Kaufman Foundation’s FastTrac NewVenture Program, presented by the Broward County Office of Economic and Small Business Development.
John Benemerito is the Founder and Managing Partner of Benemerito Attorneys at Law. Admitted to practice in New York and New Jersey, John represents small business owners and startups in the areas of Business and Securities Law. John received his Bachelors Degree at John Jay College of Criminal Justice where he majored in Criminal Justice. Afterwards, he attended New York Law School where he focused his studies on Corporate and Securities Law. John comes from a family of entrepreneurs. From as far back as he can remember he was always involved in his family’s numerous businesses. At the age of fifteen, John entered into a new business venture with his father and managed to grow and maintain that business through high school, college and law school.John is currently a co founder in over five different businesses. After law school, John decided that he wanted to help people like himself. He opened his own law practice and began working primarily with small business owners until he was introduced into the startup world. Ever since that time, John has worked with hundreds of startups and thousands of entrepreneurs from all different backgrounds in helping them achieve their goals. Having been an entrepreneur his entire life, John understands what it takes to create and maintain a successful business. He enjoys sitting down and working with his clients in figuring out each of their unique challenges.
California-based small business attorney handling matters related to securities, mergers & acquisitions, corporate governance, and other business transactions.
I joined Enterprise Law Group, LLP as an Associate in March 2020. My practice has involved a wide range of legal matters from commercial real estate, finance and international business transactions to litigation matters including commercial disputes, personal injury and medical malpractice. Proficient in Spanish, I graduated from the University of Kentucky College of Law, the Patterson School of Diplomacy and International Commerce, and the University of Southern California. Prior to my legal career, I sought diverse professional experiences. After graduating from college, I orchestrated my own volunteering experience in southern Peru with a small non-profit organization. Later I gained valuable professional experience as part of a U.S. Senate campaign, and after that I joined the public policy team at Greater Louisville, Inc., Louisville's Chamber of Commerce affiliate. Prior to law school, I embarked on a month long excursion with the Northern Outdoor Leadership School in Alaska, which gave me a new found appreciation for sustainability.
Agnes Mombrun Geter is the Founder and Managing Attorney of Mombrun Law, PLLC. She is an experienced attorney and is a member of the Florida Bar, New Jersey Bar, and the Pennsylvania Bar. The firm's practice focuses on Estate Planning, Business Law, and Debt Settlement including IRS Debt Relief. The firm's goal is to simplify the law and provide clients with the confidence and information necessary to make their decisions. The firm also provides project-based legal services to other attorneys and law firms, along with assisting as personal counsel and local counsel on legal matters.
Have over 40+ years of corporate and commercial law experience.
I am a business attorney with years of experience advising individual entrepreneurs and small businesses on issues ranging from entity selection/formation to employment law compliance, to intellectual property protection and exploitation. I often act as General Counsel for my clients fulfilling the legal function as part of a team of managers. I look forward to learning more about your business and how I may be of assistance.