Contract Review

We review contracts presented by the other side, identify the provisions that create meaningful exposure, and produce a redline the business can send. The work includes explaining what each flagged term means in practice, distinguishing the points worth negotiating from the ones that are not, and supporting the negotiation until the document is signed. Volume matters here, so the process is built to move quickly.

We separate the terms that matter from the terms that merely look unusual, so negotiation focuses on real exposure rather than on stylistic objections. Clients know what they are accepting and why before they sign.

• Redline Preparation: marking up the counterparty’s document with proposed revisions and the reasoning behind each one.
• Risk Summary: producing a short written explanation of the material issues in business terms rather than a clause-by-clause commentary.
• Negotiation Support: handling the exchange with opposing counsel or advising the client’s team on how to hold each position.
• Fallback Positions: identifying acceptable compromises in advance so the negotiation does not stall on a term that has room in it.
• Signature Readiness: confirming the final version reflects what was agreed and that exhibits, schedules, and cross-references are complete.
• Obligation Tracking: flagging the dates, notices, and deliverables the business will need to manage once the contract is in effect.

Standard form agreements are rarely balanced. The party that drafts allocates risk toward the other side, and the provisions that do it are usually placed where they attract the least attention. Unilateral indemnity, unlimited liability for one party and a cap for the other, unilateral amendment rights, and remedies available to only one side are all common and all negotiable. They persist because most counterparties sign without asking.

We identify the provisions that shift risk asymmetrically and explain what each one would cost the business if it were ever invoked. The client decides which asymmetries to accept and which to push back on, with the consequences understood.

• Indemnity Imbalance: flagging defense and indemnity obligations that run one direction and proposing mutual terms where appropriate.
• Liability Asymmetry: identifying caps that protect the drafter while leaving the reviewing party exposed without limit.
• Unilateral Rights: catching provisions allowing one party to amend terms, change pricing, or modify service levels without consent.
• Broad Warranties: narrowing performance and compliance representations that promise more than the business can reliably deliver.
• Remedy Limitations: examining exclusive remedy clauses that leave the reviewing party without a meaningful response to a breach.
• Assignment Clauses: reviewing whether the counterparty may transfer the agreement to a party the business did not choose to do business with.

The provisions that cost businesses the most money are often the ones that operate automatically. A multi-year agreement renews because a notice window closed thirty days earlier than anyone tracked. A termination for convenience right belongs to the vendor and not the customer. An early termination fee makes exiting a failing relationship more expensive than continuing it. None of these are hidden. They are simply not read at signature, and by the time they matter the leverage is gone.

We read the term and termination provisions closely and give the business the dates and notice requirements it needs to actually use them. An agreement ends when the client decides it should, not when a renewal clause decides for them.

• Auto Renewal: identifying evergreen terms and the notice windows required to prevent a renewal the business does not want.
• Notice Requirements: confirming how and where notice must be delivered, since a defective notice can leave a contract in force.
• Exit Rights: negotiating termination for convenience, termination for cause, and cure periods that give the business a workable path out.
• Early Termination Costs: examining exit fees, unamortized cost recovery, and minimum commitments that make termination expensive.
• Post-Term Obligations: reviewing what survives termination, including confidentiality, data return, transition assistance, and payment obligations.

Commercial terms deserve as much scrutiny as legal ones, and they are frequently reviewed by no one. Price escalation tied to an undefined index, invoices deemed accepted after a short window, change orders priced at the vendor’s discretion, and payment obligations that continue during a dispute all have direct financial consequences. These provisions are usually negotiable, because the counterparty expects them to be read.

We review the commercial terms alongside the legal ones, examining pricing mechanics, escalation, invoicing, dispute rights, and change order procedures. The business understands what the contract will actually cost across its full term.

• Price Escalation: examining increase mechanisms, caps, and the index or notice requirement that governs when pricing may change.
• Invoice Disputes: preserving a meaningful window to challenge charges and the right to withhold disputed amounts.
• Change Order Pricing: requiring that additional work be quoted and approved rather than performed and billed at the vendor’s rate.
• Minimum Commitments: identifying volume or spend commitments and shortfall charges that apply regardless of actual usage.
• Late Payment Terms: reviewing interest, fees, and suspension rights that apply when payment is delayed on either side.

A growing company reaches a point where contracts arrive faster than anyone can read them. Sales wants a customer agreement signed this week. Operations has three vendor renewals pending. Sending every document to outside counsel is slow and expensive, and signing them unreviewed accumulates risk that surfaces later, usually all at once. The answer is triage: a defined process that routes each document according to what it actually risks.

We build a review process that matches scrutiny to exposure, so low-risk agreements clear quickly against defined standards while the documents that carry real risk get full attention. Legal stops being the reason a deal is waiting.

• Review Tiers: setting thresholds by contract value and risk profile that determine how much review each document receives.
• Playbook Development: documenting the positions the business will accept, negotiate, or refuse so routine review can happen internally.
• Turnaround Commitments: agreeing on response times by tier so the sales and operations teams can plan around them.
• Escalation Triggers: defining the specific terms that require counsel review regardless of how small the contract appears.
• Signature Authority: clarifying who may sign what, so agreements are not executed by people without authority to bind the business.

Contract review fails in two directions. Done too lightly, it misses the terms that eventually cost real money. Done too heavily, it becomes an obstacle that the business learns to route around, which is worse. Useful review is fast, focused on what matters, and delivered in a form the client can act on. We review the way an internal general counsel would, because that is the role we are filling.

Pomeranz Law provides contract review that identifies real exposure, delivers a redline the business can send, and returns it on a timeline that keeps deals moving rather than holding them up.

• We flag the terms that carry consequences and let the rest go, so negotiation stays focused on what matters.
• We explain what a provision means in practice rather than describing it in the language it was drafted in.
• We return reviews on committed timelines, because a redline that arrives after the counterparty has moved on is not useful.
• We tell clients when a document is acceptable as written instead of generating changes to justify the engagement.
• We build playbooks that let the business handle routine agreements itself and reserve counsel for the ones that need it.