A contract just landed in your inbox. Your client needs it reviewed by end of day. Here’s the exact framework experienced lawyers use to catch every risk — fast.
The Problem With “Just Read It Carefully”
You’ve been told the way to review a contract is to read it carefully, top to bottom, and flag anything that looks off. That works when you have two hours and one contract. It doesn’t work when you have seven contracts, a hearing at 2 PM, and a client who needed the redline yesterday.
The truth is, experienced contract lawyers don’t read contracts linearly. They use a systematic framework — a mental checklist that focuses attention on where risk actually hides. Once you know the framework, you can review most standard commercial contracts in under 10 minutes and know exactly where to push back.
Here’s how.
The 10-Minute Contract Review Framework
Minutes 1-2: The Identity Check
Before you read a single clause, answer four questions:
Who are the parties — really? Check that the legal entities are correct. A contract with “Acme Inc.” is worthless if the entity that can actually perform is “Acme Holdings LLC.” Misnamed parties are one of the most common and most expensive contract errors.
What type of contract is this? NDA, MSA, SaaS agreement, employment, vendor? Each type has its own set of “must-have” and “watch-out” clauses. Knowing the type tells you what to look for.
What’s the governing law? Jump to the back — governing law is almost always in the final sections. This determines which rules apply to everything else. A non-compete governed by California law is essentially unenforceable. The same clause governed by Texas law has teeth.
What’s the term? How long are you bound? Is there auto-renewal? What’s the notice period for termination? If the contract auto-renews with a 90-day notice requirement and you’re already inside that window, you may be locked in for another year before you even finish reviewing.
Minutes 3-5: The Risk Scan
Now scan — don’t read — for the five clause categories that cause 90% of contract disputes:
1. Indemnification. Who’s indemnifying whom, and for what? Is it mutual or one-sided? Are there caps? Is the trigger “negligence” or “any breach”? The difference between “Party A shall indemnify Party B for claims arising from Party A’s negligence” and “Party A shall indemnify Party B for any and all claims” is potentially unlimited liability.
2. Limitation of Liability. Is there a cap on damages? What’s excluded from the cap? Watch for “excluding indemnification obligations” — which means the cap is effectively meaningless for the most expensive scenarios. Also check: are consequential damages excluded? For whom?
3. Intellectual Property. Who owns what gets created during the contract? If you’re the service provider, does the work-for-hire clause transfer everything — including your pre-existing IP and tools? Look for “arising from” vs. “arising under” the agreement. One phrase captures everything tangentially related; the other is limited to the specific deliverables.
4. Termination. Can either party terminate for convenience, or only for cause? What constitutes “cause”? Is there a cure period? What happens to payment obligations upon termination — are fees refundable or non-refundable? What about work already completed but not yet paid for?
5. Non-Compete / Non-Solicit / Exclusivity. Are there restrictions on your ability to work with competitors or hire people? What’s the scope — geographic, temporal, and by activity? A one-year non-compete limited to direct competitors in your metro area is very different from a two-year non-compete covering “any business that could be considered competitive” globally.
Minutes 6-8: The Asymmetry Test
This is where most lawyers — and all non-lawyers — miss things. Ask yourself one question about every major clause: “Is this symmetrical?”
Contracts between equal parties should have roughly equal obligations. When they don’t, it’s either a negotiation tactic or an oversight. Either way, it’s leverage.
Common asymmetries to check:
- Termination rights. Can they terminate for convenience but you can only terminate for cause? That’s a red flag.
- Indemnification. Do you indemnify them for “any claims” but they only indemnify you for “third-party IP claims”? You’re carrying far more risk.
- Representations and warranties. Are you making broad reps about your business while they make none? Reps are promises — and broken promises become breach claims.
- Notice requirements. Do you have 10 days to cure a breach but they have 30? Time asymmetry is power asymmetry.
- Assignment. Can they assign the contract to anyone (including a competitor who acquires them) but you need written consent? This matters more than people think — especially in M&A scenarios.
Minutes 9-10: The “What If” Pass
Read the contract assuming everything goes wrong. The parties disagree. Someone doesn’t pay. The project fails. A data breach happens. Now ask:
- Where do disputes get resolved? Arbitration, mediation, or litigation? Which venue? Mandatory arbitration in a distant jurisdiction can make it economically impossible to enforce your rights.
- Who pays legal fees? Is there a prevailing-party attorney’s fees clause? Without one, even winning a lawsuit costs you money.
- What survives termination? Confidentiality, indemnification, and IP clauses should survive. If they don’t, your protections evaporate the moment the contract ends.
- Force majeure. After 2020, everyone checks this. But check what’s actually covered and whether it excuses performance entirely or just delays it.
Pro tip: Focus especially on the 5 contract clauses that cost businesses the most during your review.
The Checklist (Save This)
Here’s the framework condensed:
Identity Check (2 min): Correct parties → Contract type → Governing law → Term & renewal
Risk Scan (3 min): Indemnification → Liability caps → IP ownership → Termination → Non-compete
Asymmetry Test (2 min): Mirror each obligation — is it equal both ways?
What-If Pass (2 min): Dispute resolution → Fee shifting → Survival clauses → Force majeure
Final question: After all that — would you be comfortable if the other side enforced every single clause exactly as written?
If the answer is no, you’ve found your redline.
What This Framework Can’t Do
This framework catches the structural risks — the clauses that cause the most damage when things go wrong. It’s what experienced lawyers do intuitively after reviewing thousands of contracts.
But it requires you to do the scanning, the comparing, the jurisdiction checking, and the benchmarking yourself. For one contract, that’s manageable. For five contracts in a day? For twenty in a week? The framework works, but the human executing it gets tired.
That’s exactly why we built ContractPilot.
What If You Could Do This in 90 Seconds?
ContractPilot runs this exact framework — automatically, on every contract you upload.
Upload a PDF or Word document. In 90 seconds, you get a structured risk report that covers every element of this checklist: identity verification, clause-by-clause risk scoring, asymmetry detection, jurisdiction-specific analysis, and a plain-English summary you can share with your client.
It doesn’t replace your judgment. It gives your judgment better inputs. Instead of spending 10 minutes scanning for risks, you spend 10 minutes deciding what to do about the risks ContractPilot already found.
Your first three contracts are free. No credit card. No sales call.
ContractPilot AI reviews contracts the way experienced lawyers do — systematically, thoroughly, and fast. Purpose-built for solo practitioners and small firms. $49/month.
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