Your supplier wants a signature today. The agreement is in one email, the order form is in another, and the price you agreed on the call has not made it into either document. You need to work out what your company would commit to before you send anything back.
A useful contract review workflow starts with the complete document set and the business decision. It ends with an agreed version, a record of the changes and a clear owner for the commitments after signature. You can start with a short checklist and one shared record; you do not need to build a legal department first.
This guide is for founders, COOs and finance leads who handle contracts alongside their other work. It explains how to organise the review, separate commercial decisions from questions needing legal advice, and carry the result into day-to-day operations.
1. Collect the agreement that actually governs the deal
Start with the current draft, order form, statement of work, pricing schedule and any attached data or security terms. If the agreement incorporates terms at a web address, save a dated copy for the review. If this is a renewal, include the signed agreement and every relevant amendment.
Give the set one name and one owner. Mark which files are signed, proposed or superseded. A document called “final” is not evidence that both parties accepted it.
Read the clause that says which document takes priority if terms conflict. The order form may change a general term, but you should not assume that it always does. If the hierarchy is unclear, make that an explicit question.
For a SaaS purchase, your set might contain four documents: the order form, service agreement, data processing agreement and security schedule. The commercial price can look acceptable while the other documents introduce a different renewal period, data use or support commitment.
2. Write the business goal before reviewing clauses
Make a short review brief. Record who your company is in the deal: buyer, supplier, discloser, recipient or another role. A clause that helps a supplier may be a problem for its customer.
Include the service or deliverable, contract value, desired start date, governing law stated in the draft and the person who can approve the decision. Note any dependencies: customer data, critical systems, intellectual property, exclusivity or work promised outside the written scope.
Here is a fictional example:
| Question | Review brief |
|---|---|
| What are we buying? | Analytics software for the customer-success team |
| What must it do? | Export reports and connect to our existing data source |
| What is the commitment? | A proposed annual subscription of €12,000 |
| What needs checking? | Renewal, price increases, data export and support |
| Who decides? | COO, with finance checking the price and payment terms |
| What is unresolved? | The promised integration is missing from the order form |
This is the context a reviewer needs. “Please check this contract” leaves too much of the business decision unstated.
3. Review the terms that change the decision
Read the agreement as a connected set. A liability cap means little without knowing the remedies, exclusions and commitments it covers.
For each issue, record the clause, what it appears to require, your question and the decision needed. Use these starting points:
| Area | Practical question |
|---|---|
| Scope | Are the service, deliverables and exclusions clear? |
| Price | Are usage charges, increases, taxes and payment dates understood? |
| Duration | When does the term start, end or renew? |
| Exit | What notice is required, and what happens to access and data? |
| Operations | Can your team deliver the service, security or reporting promises? |
| Data and IP | Who can use the information and deliverables, and for what purpose? |
| Liability | How do caps, indemnities, exclusions and remedies work together? |
| Changes | Can terms change later, and how will you hear about it? |
Use the SaaS contract red-flags guide for a deeper buyer/supplier review. If personal data is involved, read the DPA checklist alongside the main agreement.
4. Separate questions, proposed changes and approvals
Keep three different things visible. A question asks for missing information. A proposed change alters the draft. An approval records a decision by someone authorised to make it.
For the fictional software purchase, the review record could say:
| Issue | Next action | Owner |
|---|---|---|
| Integration absent from scope | Ask the supplier to include the agreed integration and its boundaries | COO |
| Cancellation window unclear | Identify the notice clause and confirm how it operates | Reviewer |
| Data export requirements uncertain | Ask the technical owner to check the proposed export process | Technical lead |
| Unusual liability allocation | Obtain advice on the exposure before deciding | Decision owner |
You can define recurring commercial preferences over time. Do not invent a universal “safe” liability cap or approve unfamiliar terms just because they resemble a previous contract. Material exposure, disputes, unclear law and unusual ownership arrangements are reasons to obtain qualified advice.
5. Check the revised version before signature
Compare the revised draft with the version you reviewed. Confirm that requested changes are present and identify other changes the counterparty made. Keep the comparison or change record with the documents.
Check names, dates, amounts, schedules and signature authority. Make sure all documents intended to be signed or incorporated are included. Record unresolved points as unresolved; silence in a comment thread should not become approval.
If you use AI to summarise or compare documents, check the result against the source. A useful answer points to the relevant clause and says when a document or answer is missing. A summary does not establish enforceability or replace a decision about the business risk.
6. Hand the signed commitments to an owner
After signature, save the executed documents and the final decision record. Then create the information your team will need later: notice deadlines, renewal terms, payment obligations, deliverables, service commitments and evidence requirements.
Assign the contract to one person and give important tasks their own owners. Keep the source clause next to each date or obligation. Add a reminder only after checking what the date means and how notice must be served.
The renewal-deadline guide, contract register and obligation-tracking guide show how to make that handover practical.
Your review record, in one page
Download the review brief and decision-log workbook, or use the review-brief CSV. Complete these fields before the review: document set, contracting side, business goal, value, deadline, decision owner and open questions.
For each proposed change, retain its source, reason, status and approval. Once the agreement is signed, link the record to the executed documents and the register. That prevents a later owner from having to reconstruct the deal from your inbox.
Put the next contract through a clear review
Start with a complete document set and your commercial goal. See Outlex Contract Review to understand how the current product fits your review, then retain the signed commitments for follow-up. For questions requiring legal advice, instruct a qualified professional separately.
This guide is general information, not legal advice. The right review and approval process depends on your company, the agreement and the applicable law.
