What a proper contract review actually covers.
A contract review is more than reading the document. It is identifying where the language quietly favours the other side, where standard protections are missing, and where the practical effect of a clause differs from how it reads. Our reviews cover, at minimum, the following.
Liability allocation
Limitation of liability caps, exclusions, carve-outs for IP, confidentiality, and indemnification. Unlimited liability sits in the default position of most counterparty drafts unless capped explicitly.
Indemnification scope
Who indemnifies whom, for what, and up to what amount. Indemnities can be the single largest risk in a contract and are often drafted asymmetrically.
Intellectual property ownership
Whether deliverables, work product, and pre-existing IP are correctly allocated. Without a present-tense assignment of IP from contractors to the company, ownership often remains with the creator regardless of payment.
Payment terms and remedies
Payment schedule, interest on overdue amounts, suspension rights, set-off, and what happens on dispute. Vague payment terms favour the party with the money.
Termination and exit
Termination for convenience, termination for cause, notice periods, post-termination obligations, and exit consequences including data return and survival clauses.
Governing law and dispute resolution
The choice of law and forum determines where and how you would enforce the contract. A boilerplate jurisdiction clause can force litigation in a country where you have no presence and limited recourse.
Confidentiality and non-compete
Scope, duration, definition of confidential information, return obligations, and enforceability of restrictive covenants under the applicable jurisdiction. Over-broad clauses are often unenforceable; properly scoped clauses are.
Force majeure and change of circumstances
What counts as force majeure, notice requirements, and what happens to obligations during the event. Post-pandemic, this clause is far less standard than it used to be.
Compliance and regulatory provisions
GDPR, UK GDPR, DPDPA for data; FCPA, UK Bribery Act, and anti-bribery for commercial dealings; sanctions and export controls where applicable.