Scribd
Upload
202 views13 pages

How To Review & Analyse A Contract

The document provides tips for reviewing and analyzing contracts as a lawyer or professional, noting that key aspects to examine include the type of contract, relevant industry, and any unusual provisions, and advising the client on the risks posed by clauses such as indemnities, limitations of liability, and other terms. It recommends presenting the analysis in a structured format like a table to clearly outline each risk or issue identified within the contract.

Uploaded by

TERE
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
202 views13 pages

How To Review & Analyse A Contract

The document provides tips for reviewing and analyzing contracts as a lawyer or professional, noting that key aspects to examine include the type of contract, relevant industry, and any unusual provisions, and advising the client on the risks posed by clauses such as indemnities, limitations of liability, and other terms. It recommends presenting the analysis in a structured format like a table to clearly outline each risk or issue identified within the contract.

Uploaded by

TERE
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 13

For Lawyers and

Contracts Professionals

pertly
ex
How to review and
^

analyse a Contract
Contract review and Contract
analysis is one of the review
most common tasks
of Lawyers and other
and
Professionals analysis
But university doesn't
teach you how to do it

You need to gain practical


experience OR learn from people
like me who teach Professionals
how to work with contracts

So where do you even start?


I've been
reviewing and
analysing
contracts for
20+ years now

I've developed
a method
which I want to
share with you

I hope it's useful


Key questions to
ask when you
receive a contract
to review...
1. What type of contract is this?

Contracts of the same type generally have a


lot of commonalities between them which
make reviewing/analysing a contract easier

services contract = services contract


construction contract = construction contract

business sale agreement = business sale agreement

Once you learn about


the terms in one type of
contract, it is easier to
review another contract
of the same type
2. Which industry does the contract
relate to?
The industry to which the contract or the works/
services under the contract relates will give you
clues about the type of clauses in the contract

Construction Contracts will generally


contain clauses on variations, extensions
of time, practical completion, liquidated
damages, defects liability periods, etc

Services Contracts will generally contain


clauses about fitness for purpose,
intellectual property rights, moral rights,
confidentiality etc

This lets you predict what


clauses you will encounter
3. Are there any unusual provisions
in the contract?
This is where knowing about contracts of a
similar type is useful. You can easily tell if there
is a clause in your contract that is unusual and
needs to be carefully considered

Secret Tip: Scan down the Table of Contents

You will see at a glance what is different in this


contract and you can then turn to that exact
clause. For example, a limitation of liability clause
or an indemnity provision
Let's talk
about risk!!!
4. When you are asked to review
and analyse a contract, the thing
your client/supervisor wants to
know is this...

What are the risks


in the contract?
In other words, should the
contract be signed?

YOU MUST KEEP THIS IN MIND WHEN UNDERTAKING


YOUR REVIEW/ANALYSIS
So it is critical that Indemnities

you advise about the Limitation of liability


risks in the actual Intellectual property

contract Time/delays/milestones
for performance
Warranties
Conditions precedent
Quality and defects
Price and payment
Disputes
Fitness for purpose
Delays and costs caused by Force majeure/frustration
COVID-19 Security for performance
Time/delays Price of materials
Cost
Application of laws
Sunset clause
Termination rights (eg
termination for convenience)
5. But whose risk am I advising on?
You MUST know which party you are acting for or
advising on behalf of

You need to take the perspective of


that party, and analyse risks from that
perspective

A contract summary/analysis on behalf


of a principal/owner will be different
than a contract summary/analysis on
CONTRACTOR behalf of a contractor/services provider

With every clause you analyse, ask


yourself, who is bearing the risk? Is
this a good thing or a bad thing? Do I
need to recommend any changes to
this clause to protect my organisation?
6. How to present your analysis
Depending on how complex the contract is,
you can use a small or large document to
present your analysis

For smaller/simpler contracts, I like using a 2


page template I have developed to carry out
my contract reviews

For larger contracts, a longer document may be


required to deal with all of the risks and
provisions that need to be summarised

It is often easier to
present a contract
review in table format,
with one risk/issue per
line item.

Use lots of headings!


How about you?
Do you have any tips or tricks you
would like to share?

Sign up to my Email List (link in the


comments), where I share some of my
best insights, tips and techniques

You might also like