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Insight

Having a contract reviewed: the process, costs and what the review must cover

From the review brief through to the redline and negotiation recommendations: the process, cost models and quality standards for contract review.

| Reading time 4 min. | Author: Johannes Egelhof LL.M.

A legal contract review is carried out in four stages. First, the objective is defined, and then the risks and scope for negotiation are assessed. Next, an annotated redline draft with a prioritised risk assessment is produced. If requested, negotiations are then conducted with the other party. By the end of the process, it should be clear which points require further negotiation, which residual risks are acceptable and whether the contract can be signed. Fees are agreed with companies on a case-by-case basis, typically as an hourly rate or a fixed price per contract. In the case of international contracts, the enforceability of the chosen jurisdiction must also be assessed.

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.

How does a lawyer’s contract review work?

The first step is to define the objectives, which determine the benefits and costs: is the aim to identify risks before signing, to gather grounds for renegotiation, or to determine whether an existing contract can be terminated or amended? This involves the draft contract, including any annexes, the key financial details of the deal, and information on which points have already been firmly agreed upon commercially; after all, a review that reopens points that have already been negotiated creates friction without delivering any benefit.

The review itself operates on two levels. The legal level: validity of the clauses, review of standard terms and conditions where pre-formulated, liability and warranty structures, term and termination, scope of performance and amendment mechanisms, choice of law and place of jurisdiction; for international contracts, also enforceability and mandatory foreign law. And the commercial level: do risk allocation and price align; which clauses are in line with market practice; and where does the other party’s pain threshold lie? You will receive the result as an annotated redline version with proposed amendments within the document and a brief risk overview, prioritised according to deal-breakers, negotiable points and acceptable residual risks. On this basis, you decide what we negotiate and what you accept.

How much does it cost to have a contract reviewed?

Since 2006, the Lawyers’ Fees Act (RVG) no longer provides for a scale of fees for out-of-court reviews and advice. Section 34 of the RVG refers to the fee agreement. Statutory upper limits apply only in dealings with consumers where no agreement has been reached: a maximum of 190 euros for an initial consultation and a maximum of 250 euros for advice, plus VAT in each case. In business dealings, remuneration is agreed freely, and two models have become established: the hourly rate, which is appropriate where the scope of the review is open-ended and the number of negotiation rounds is foreseeable, and the fixed price per contract or contract type, which is appropriate where the scope is defined, such as the review of an NDA, a supply contract or a tenancy agreement with a clear page count and objective.

A fair arrangement is one that is transparent from the outset. A robust cost agreement should include the scope of the review (risk report only, or also redlining and negotiation), the treatment of annexes and reference documents, the number of revision rounds included, and the arrangements in the event that the review leads to negotiations. Flat-rate percentages of the contract value are unusual for reviews and are also inappropriate, as the effort involved depends on complexity and the need for negotiation, not on volume. For defined reviews, we work on a fixed-price basis and quote these prices before the engagement is confirmed. Companies can bundle recurring review requirements cost-effectively through our external legal department.

How to recognise a useful audit result

There is a significant variation in the quality of contract reviews, and this is reflected in the final report. A useful report sets out proposed changes rather than merely identifying problems. A finding such as ‘the liability clause is disadvantageous’ is followed by a specific alternative wording, with a justification that the other party can accept. It prioritises rather than simply listing: three deal-breakers highlighted in bold are worth more than thirty comments of equal importance in which the critical points are lost. It assesses matters from a commercial rather than purely legal perspective: what will a particular clause cost in the event of a dispute, and what level of residual risk is acceptable given the value of the transaction? And it concludes with a recommendation, as this is what the solicitor is paid to do: sign, renegotiate or reject.

In the case of international contracts, the prospect of enforcement comes into play – an aspect that mere clause reviews regularly overlook. A perfectly negotiated contract with a place of jurisdiction clause in a country where a judgement against the other party is unenforceable is an expensive illusion. The choice of law, place of jurisdiction or arbitration clauses, and the practicalities of enforcement must be considered together. We have outlined the basics in our article on place of jurisdiction and choice of law in international contracts. For companies with an ongoing volume of international contracts, our ‘Worldwide Contracting’ solutions page brings together review, negotiation and contract standards. Anyone wishing to develop their own standard documents will find the basics in the article on general terms and conditions and standard contracts for Mittelstand and in the article on the drafting of general terms and conditions by a solicitor.

Last updated: July 2026.

About the author

Johannes Egelhof
Johannes Egelhof LL.M.
Partner · M&A & Company Law
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Johannes Egelhof, LL.M., reviews and negotiates commercial contracts – ranging from non-disclosure agreements to company acquisition agreements – offering fixed prices for defined reviews and clear recommendations rather than legal jargon.

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Maxfeld.legal reviews your contract for the fixed price quoted above, provides a redlined version and a prioritised risk assessment, and, if requested, negotiates directly with the other party.

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Frequently asked questions about contract review

In business-to-business transactions, the fee is agreed freely; hourly rates or fixed prices per contract are common. There is no statutory fee scale for the audit itself. For consumers, unless otherwise agreed, the maximum fees are 190 euros for an initial consultation and 250 euros for a consultation, plus VAT in each case.

We regularly review standard contracts such as NDAs or simple service agreements within a few working days; more extensive supply, distribution or project contracts may take longer, depending on their scope and any queries that arise. Urgent reviews prior to signing dates are possible by arrangement. The timeframe will be specified as binding upon engagement.

An annotated redline with fully detailed proposed amendments, a risk assessment prioritised by deal-breakers and negotiable points, including an economic analysis, and a clear recommendation: sign, renegotiate or reject.

That’s exactly the point. Standard documents are drafted by the opposing party’s advisers to serve their interests and, as pre-formulated terms, are often subject to scrutiny under the law governing standard terms and conditions, which renders some clauses invalid in any case. A targeted review identifies the three to five points that are worth negotiating.

Contracts with an international dimension are part of our day-to-day work: we review the structure, choice of law, place of jurisdiction and enforceability, and, where mandatory foreign law applies, we engage partner law firms from our network, all coordinated from a single point of contact.

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