Contract Review Checklist Template
Six documents and three sheets that read an inbound contract against positions your firm already settled, and record who decided each call.
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Review Memo
Matter M-0000 · [contract, dated, as received]
Summary
How many issues, how many met the register, how many needed a decision above the reviewer, how many depart in either direction. Then the one issue that would change the recommendation if it went the other way. No risk verdict here: the verdict is the client's.
Issue [#] · Clause [number]
What the clause says. Quoted or closely paraphrased, with the clause number. Never characterised.
What the register says. The Position Register row, quoted, with who set it and on what date.
The call. Standard, fallback, escalate, departs, or not in register, and the reasoning in your own words.
Risk. High, medium or low, with the exposure named. A level attached to nothing is a mood.
Who decided. A named person and a date. Blank means the issue is open and the memo says so.
Departures from the register
Every issue outside the register, collected, with the row it departs from and the direction. This is the section the register's owner reads.
What this review did not cover
The documents not supplied, by name. The facts nobody could establish. The commercial judgement nobody in this review made. Mandatory, and never a general disclaimer.
Take the master services agreement Enovum Data Centers filed with the SEC in 2025. Clause 7(b) gives the customer a one-time exit for convenience after the thirty-sixth month of the initial term. Notice is due by the end of the thirty-first month and takes effect up to 120 days later. Run the term from the agreement's own date of 18 January 2025 and notice on the last permitted day lands 16 December 2027, thirty-three days early. Neither sentence is wrong alone.
Findings like that come from reading two clauses together, so the pack starts with the register rather than a list of headings. Every issue lands in a row against the clause number it arises from and gets called standard, fallback, escalate, or departs from what your firm recorded. A departure carries both sides in one cell, the register's words next to the contract's. Decided By takes a named person and a date, and the review does not close while that column is blank.
Across matters the Supervision Record answers what one review cannot: which position was applied, who reviewed, who supervised, and which dated register was in force. Written positions are a choice rather than a duty. Washington's Rule of Professional Conduct 5.1 asks a managerial lawyer for measures giving reasonable assurance that the firm's lawyers conform, and comment 3 says informal supervision ordinarily suffices in a small firm of experienced lawyers. Send River what you hold, or take the files blank.
What's in the pack
Issue Register
One row per issue, against the clause number the document prints, called standard, fallback, escalate, departs or not in register.
Supervision Record
One row per closed review, carrying the reviewer, the supervising lawyer, the dated register version applied, and the counts behind each call.
Position Register
Standard, fallback, escalation and walk-away per clause type, with the four columns that count how often each row is departed from.
Review Memo
Five elements per issue and a departures section, so a partner checks the call in twenty seconds rather than redoing it.
Client Cover Note
The findings in business language, the decisions that belong to the client, and the trade-off on each one stated rather than resolved.
What This Review Did Not Cover
The documents not supplied by name, the facts nobody could establish, and the commercial judgement nobody made. Reused verbatim in both documents.
Escalation Ladder
Who decides at each level, and the failure mode: a ladder routing most issues to a partner reads as caution and behaves as an absence.
Redline Note
Every tracked change keyed to the register row that caused it, so the markup and the reasoning arrive together. For the returned redline, a different job starts.
How to use it
- 1
Open in River, or take it blank
Open the pack in River and hand it the contract, or download the Word documents and CSV sheets from the template library and fill them in yourself.
- 2
Load whatever positions exist
A clause library, a marked-up precedent, a partner's email, or nothing. Where nothing exists, three clause types get seeded from the contract and marked unset.
- 3
Read the whole document first
Definitions, precedence, schedules, and everything after the signature block. The findings that matter usually come from two clauses read together, and the notice clause is the one that turns into arithmetic later.
- 4
A person decides, then close
Every issue takes a named human and a date in Decided By. When none are blank, the review closes into one Supervision Record row, and taking the now-agreed contract to signature is what comes next.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and CSV sheets, no account and no card. Edit with AI is the other half: the agent reads your contract, fills the Issue Register against clause numbers, and calls each issue against whatever positions you supply. Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the six documents and CSV (.csv) for the three sheets, zipped together. Excel, Numbers and Google Sheets open the registers straight off the download, and the memo and cover note open in Word or Pages. Nothing to convert.
We have no playbook. Is this useless without one?
No, and it is honest about it. Three clause types get seeded from what your contract itself puts at issue, every one marked unset. An issue landing on an unset row comes back as not in register, which is a finding for a partner rather than a default invented on your behalf. Building the register itself is the contract playbook pack.
Do the conduct rules require a written playbook?
No. California's Rule of Professional Conduct 5.1 and Washington's both ask a managerial lawyer for measures giving reasonable assurance of conformity, and Washington's comment 3 says informal supervision ordinarily suffices in a small experienced firm. Adoption differs by state, so check the rule you are admitted under.
Does it decide whether a clause is acceptable?
No, and the Decided By column is how that is enforced. Every issue gets a position against your register, a risk level with the exposure named, and reasoning you can disagree with. A named human puts their name against each one, and a review with a blank in that column does not close.
How is this different from reviewing the redline that comes back?
This is the outbound half: reading paper you were sent, against positions you hold. Once your comments come back marked up, reading the returned rounds against each other is a separate job, because a clause the newest comparison flags as changed is often language nobody has touched since round two. Once it is signed, the obligations it created go into a standing register.
What does 'Edit with AI' actually do?
It signs you up, installs this exact pack as a private workspace, and puts the agent in front of an empty Issue Register. Then you send the contract and whatever your firm has already settled, in whatever shape it is in: a clause library, a marked-up precedent, an email, or nothing at all.
Read the next contract against what you already decided
Take the Word documents and CSV sheets blank, or open this exact pack in River and hand it the contract on your desk.
Edit with AI