When is it worth reviewing a contract?
The honest answer starts with asking about the risk, not the value of the contract. A tenancy agreement for a standard-sized premises rarely requires the same level of scrutiny as a supply contract containing contractual penalties, and an NDA rarely requires the same level of scrutiny as a distribution agreement involving exclusivity and minimum purchase obligations. Contracts that require review are those with long terms, which provide for high or unlimited liability, involve intellectual property, are subject to foreign law or foreign places of jurisdiction, or are presented by the other party as ‘standard’ – because ‘standard’ means: drafted by their lawyers to serve their interests.
From a financial perspective, the review pays off due to the asymmetry in the amounts involved: the costs of the review can be budgeted at three-figure sums, or generally a low four-figure sum, whereas the costs of an overlooked liability clause, an invalid termination provision or the place of jurisdiction at the other party’s registered office cannot be. Added to this is the impact on negotiations, which is regularly underestimated: anyone entering negotiations with a well-founded redline can measurably shift the terms of the contract in their favour, because the other party will accept most objectively justified amendments if they are presented professionally.