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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]

Reviewer: [name]  ·  Supervising lawyer: [name]  ·  Register version applied: [dated register]

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.

One inbound contract, called against a register, and the record it leaves

The Position Register, the Issue Register, the Review Memo and the Supervision Record.

Position Register

Illustrative rows for a fictional six-partner firm reviewing colocation paper.

Clause typeStandardFallbackEscalate toSet bySet on
Liability cap12 months of fees paid in the prior 12 monthsGreater of 12 months of fees or a stated dollar floorPartner on the matterP. Anand2026-01-12
IndemnityMutual, third-party IP and confidentiality, inside the capOne-way where we supply and the cap carves it outPartner on the matterP. Anand2026-01-12
Termination for convenienceEither party on 60 days written noticeCustomer only after month 12 with a stated feePartner on the matterP. Anand2026-01-12
Precedence between documentsunsetunsetunsetunset

The fallback is what you sign without asking. The escalate column is what stops everything reaching a partner, and a column naming the same person on every row means the ladder has not been decided yet.

An unset row is not a position. Every issue landing on the fourth row comes back as not in register, which is a finding rather than a gap for the run to fill.

Issue Register

Six issues, one inbound master services agreement, nothing decided yet.

#ClauseWhat it saysCallRiskDecided by
19.1Cap is the greater of 12 months of fees or a stated dollar floorFallbackMediumopen
27(b)Exit arises after month 36; notice due end of month 31, effective up to 120 days laterDepartsHighopen
39Four carve-outs sit outside the cap, one of them the indemnityEscalateHighopen
439Precedence order is Schedule, then Service Order, then this agreementNot in registerMediumopen
514.2Consent to assignment required, not to be unreasonably withheldStandardLowR. Idris
612.1Governing law and venue in the counterparty's jurisdictionFallbackLowR. Idris

Row 2 came from two clauses, not one. Each is defensible alone. Read together, the window for serving notice shuts before the right it serves comes into existence.

Row 4 is the register's gap, not the contract's. No recorded position covers precedence, and clause 39 ranks four schedules nobody supplied above the document that was reviewed.

Four issues open. This review cannot close.

Review Memo  ·  Issue 2

One issue section, written out. Five elements, every time.

What the clause says. Clause 7(b): the customer may terminate for convenience after the thirty-sixth month of the initial term, on written notice served no later than the end of the thirty-first month, with an effective date up to 120 days after that notice.

What the register says. Termination for convenience, standard: either party on 60 days written notice. Fallback: customer only, after month 12, with a stated early termination fee. Set by P. Anand on 2026-01-12.

The call. Departs. The two limbs do not overlap. Notice served on the last permitted day takes effect thirty-three days before the earliest date the right exists, so the clause grants an exit that cannot be exercised as drafted.

Risk. High. The exposure is the whole of the remaining term at the contracted monthly charge, with no exit and no stated remedy for the drafting conflict.

Who decided. Open. With the partner on the matter since 2026-03-04.

What this review did not cover

Four schedules incorporated by clause 39 and not supplied, which clause 39 ranks above this agreement. The monthly charge, which decides which limb of the clause 9.1 cap binds. Whether these terms are worth this deal, which is the client's call.

Supervision Record

One row per closed review. The counts are the only thing here that reads across matters.

MatterContract typeReviewerSupervisingIssuesEsc.RateClosed
M-2041Master services agreementR. IdrisP. Anand6117%No
M-2033Order formR. IdrisP. Anand400%Yes
M-2018Reseller agreementT. NagyP. Anand11436%Yes
M-1994Reseller agreementT. NagyP. Anand9556%Yes
M-1977Services agreementR. IdrisP. Anand500%Yes

Reseller agreements escalate 9 of their 20 issues across two matters. Every other contract type here escalates none. That is not a cautious reviewer; it is a contract type the firm has no settled view on, and it only shows up once several reviews have closed.

Register version is on every row. A review measured against the November register and recorded against the January one cannot be checked by anybody afterwards, which is the entire purpose of the sheet.

Six months later, the answer to why a clause was accepted comes off this row rather than out of somebody's memory.

What's in the pack

01

Issue Register

One row per issue, against the clause number the document prints, called standard, fallback, escalate, departs or not in register.

02

Supervision Record

One row per closed review, carrying the reviewer, the supervising lawyer, the dated register version applied, and the counts behind each call.

03

Position Register

Standard, fallback, escalation and walk-away per clause type, with the four columns that count how often each row is departed from.

04

Review Memo

Five elements per issue and a departures section, so a partner checks the call in twenty seconds rather than redoing it.

05

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.

06

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.

07

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.

08

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. 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. 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. 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. 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