How to Review a Contract

Reviewing a contract can feel overwhelming, but breaking it into a structured process makes it easier to ensure that the agreement accurately reflects your expectations and protects your interests. Whether you’re reviewing a contract for your startup in Kansas City or your freelance business in Boulder, following these steps can help you navigate the process effectively.

I recommend a two step process: (1) High Level; and (2) Deep Dive. Then, consider How to Negotiate a Contract.

1. High-Level Contract Review

Start by reviewing the contract at a high level to confirm that it aligns with the deal you agreed to. Once you verify the broad terms, you can dive into the details.

Know What You Want

Before reviewing, clarify what you expect and need from the contract. If you don’t have a clear understanding of your priorities, it will be harder to assess whether the contract meets them.

Read the Action Sections

Focus on the sections that outline key obligations, such as:

• Scope of services
• Payment terms
• Intellectual property ownership

These sections are often the most critical because they define the actual exchange of value in the agreement.

Read the Rest

Read the entire contract to ensure everything aligns with your expectations. Skimming only the major provisions could lead to overlooking important details.

Identify Missing Terms

Don’t just focus on what’s included. Consider what might be missing. Are there additional protections, rights, or obligations that should be added?

Decide How to Respond

If revisions are necessary, decide how to propose changes. Common methods include:

• A discussion with the other party
• An email summarizing requested revisions
• A tracked-changes version of the contract
• A completely revised contract in extreme situations

2. Diving Deeper: A Contract Review Checklist

Once you’ve completed your high-level review, use this checklist to dive into the finer details.

General

• Are the parties properly identified?
• Are the signature blocks correct?
• Are references to exhibits and schedules accurate and attached?
• Have all mathematical calculations been checked?
• If using an MSA/SOW format, is that structure clearly defined?

Term & Termination

• Is the term length and expiration date identified?
• Can you terminate early? If so, under what conditions?
• Can the other party terminate early? If so, how?
• What happens after early termination?

Action Provisions

• Is the scope of services correct and complete?
• Are any services missing?
• Are the payment terms accurate?
• Are payment dates and methods clearly defined?
• Are expenses reimbursable? If so, under what conditions?

Other Legal Terms (May Not Apply in All Cases)

• Who owns intellectual property created under the agreement?
• Is there a provision regarding AI usage?
• Is there a confidentiality clause?
• Are there non-solicitation provisions?
• Does the agreement include indemnification provisions?
• Is insurance required? Should it be?

Miscellaneous Provisions

• Are standard boilerplate provisions included?
• Did you read and understand all miscellaneous provisions?

Final Thoughts

Contracts define business relationships, and a well-reviewed contract reduces risks and protects your interests. Whether you’re in Kansas City, Boulder, or beyond, using a structured review process ensures that your agreements are clear, enforceable, and aligned with your goals.

*This article is general in nature and is not legal advice.