Commercial contract review

Work and deliverables

We review the commercial terms, performance obligations, acceptance, payment, liability, termination and dispute arrangements. A mark-up and issue list distinguish points requiring a business decision from legal drafting corrections.

1. Confirm the agreement version, transaction purpose and review priorities.
2. Read the main document with its schedules and incorporated terms.
3. Prepare the agreed mark-up and an issue list explaining decisions needed.
4. Record negotiation changes and hand over the unresolved points.

The issue list should distinguish an unclear clause from a commercial position the business knowingly needs to decide. Priorities depend on how the contract will actually be performed.

Documents for the initial assessment

• Complete agreement and schedules
• proposal or order
• negotiation history
• delivery model
• key risks
• counterparty requirements.

Supply documents incorporated by reference, including online terms where relevant, and identify which version was provided by the counterparty. Explain existing commitments already made through emails, orders or earlier agreements. A review of an incomplete draft should identify what remains outside the evidence supplied.

An issue to settle before committing

A favourable headline price can be undermined by vague acceptance criteria or an unworkable payment trigger. Read the operating mechanics with the liability clauses.

For example, a service provider may be paid only after customer acceptance, while the draft gives no clear process for raising defects or completing acceptance. The review can identify the gap, proposed wording and operational facts needed to settle the mechanism rather than focusing only on the payment amount.

Mandate and fees

The scope states the document version, negotiation rounds and governing-law coverage. Foreign-law advice is not implied.

Legal work uses a written matter-specific proposal. Do not send confidential documents through the public form; begin with a brief description and any material date.

The handover identifies the reviewed version, proposed amendments, accepted commercial decisions and unresolved issues. A later counterparty draft requires a comparison before it is treated as the reviewed version. Signing, authority checks, implementation and future dispute support are included only where expressly agreed.