LEGAL TEMPLATE
Contract Review Notes Template
Contract analysis: key clauses, risk assessment, recommended changes, and approval workflow.
Use this templateWhat's inside
Field | Details |
|---|---|
Contract | Title or reference number |
Type | SaaS / Services / Licensing / Employment / NDA / Partnership |
Counterparty | |
Value | $XX,XXX or N/A |
Reviewer | |
Review Date | |
Deadline | |
Status | Under Review |
Summary
What's this contract for, and what's the bottom line? Can we sign it as-is, or does it need changes? One paragraph that the business owner can act on.
Parties & Term
Detail | Answer |
|---|---|
Our entity | Legal entity name |
Counterparty | Their legal entity name, jurisdiction |
Effective date | |
Term | X months/years, auto-renewal? Notice period for non-renewal? |
Governing law | State/country |
What Each Side Owes
Party | Key Obligations | Concerns |
|---|---|---|
Us | What we're committing to do | Anything unreasonable, vague, or hard to comply with? |
Them | What they're committing to do | Are the obligations specific enough to enforce? |
Money
Component | Amount | Terms | Concerns |
|---|---|---|---|
Base fee | Payment schedule, currency | ||
Variable / usage | How calculated, caps | ||
Penalties / late fees | Are they reciprocal? |
Key Clauses
Focus on the clauses that create risk. Don't review every line — review the ones that hurt if they go wrong.
Clause | What It Says | Risk Level | Issue / Comment |
|---|---|---|---|
Liability cap | Summary | Review | Is the cap reasonable for the deal value? |
Indemnification | Review | One-sided? Uncapped? Covers third-party IP claims? | |
IP ownership | OK | ||
Data protection | Review | GDPR/privacy obligations clear? | |
Termination | OK | Can we exit without penalty? Notice period? | |
Confidentiality | OK | ||
Non-compete / exclusivity | Flag | Does this limit our ability to work with competitors? | |
Assignment | OK | Can they assign to an entity we wouldn't have chosen? |
Risks
Risk | Severity | Likelihood | What Happens If It Goes Wrong |
|---|---|---|---|
Biggest contractual risk | High | Medium | Scenario: what's the worst case? |
Medium | Low |
Recommended Changes
Clause | Current Language (Issue) | Proposed Change | Priority |
|---|---|---|---|
Clause ref | What it says and why it's a problem | What we want instead | Must Change |
Should Change | |||
Nice to Have |
Approval
Role | Name | Decision | Date |
|---|---|---|---|
Legal reviewer | Reviewed | ||
Business owner | Pending | ||
Finance (if >$X) | Pending | ||
Final approver | Pending |
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