Contract Review for Founders Before Signing

A business contract is often several documents: a master agreement, an order form, a statement of work, service levels and policies it links to online. Collect every one it refers to, and ask for any you weren't sent.

Then find the clause that ranks them, often called order of precedence. It decides which document wins when two disagree, so check that the terms you negotiated sit at the top.

Get every promise in writing, too. Many contracts include an entire agreement clause, which states that the written terms are the complete and final agreement between the parties², as Cornell's Legal Information Institute explains. Earlier agreements that conflict with it, written or spoken, generally can't be used as evidence in a dispute. If a salesperson promised a discount, a feature or a response time, write it in.

Before the fine print, write down what you think you agreed. Fleming and Adams advise starting with what your side expects from the transaction¹, with the emails and any term sheet on hand. Five lines will do:

• Who: each party's full legal name, as registered
• What: what each side delivers, and by when
• Money: the price, when it's due, late fees and increases
• Time: the start date, the term and how it renews
• Exit: how either side can end it, and at what cost

Now read the contract against your list. Anything that doesn't match, or that you can't find, is your first question for the other side.

Contracts rarely print their deadlines as dates. They say "sixty (60) days before the end of the then-current term," and the term starts on a day nobody has written down yet. Work each period out from the day you expect to sign.

Thirty days is a common window. Common Paper, which sells contract software, analyzed 16,140 agreements built on its standard terms for its 2026 benchmark. In its cloud service agreements, 87% renew automatically and about 70% use a 30-day notice window³. Treat it as a guide, not a rule.

A few laws make the provider remind you, but don't count on one. New York's covers contracts to service, maintain or repair property⁴, and it protects business customers too. The provider can't hold you to an automatic renewal unless it sent a written reminder 15 to 30 days before your notice deadline. Rules like this are narrow, so rely on your calendar.

Then read the notice clause. It says how notice must be sent, often in writing to a named address, and when it counts as received. An email to your account manager may not qualify, so follow the clause and keep proof of delivery.

You can't contest every line, so pick your battles. Fleming and Adams suggest focusing on terms that don't match the deal, that confuse you, or that pose a substantial risk if things don't go as planned¹.

In the same Common Paper data, 96% of cloud agreements cap liability at 1x the fees, and only 13% let prices rise automatically at renewal³. If yours is far from these, ask why.

Indemnities take the most care, because they can reach past the liability cap. The indemnification clause tool gives a plain reading of what yours covers.

Look hard at any arbitration clause. In the US, the Federal Arbitration Act makes a written agreement to arbitrate in a contract involving commerce valid, irrevocable, and enforceable⁵, except on grounds that can undo any contract. If you'd rather go to court, ask now.

Paying for custom work? Check that the contract assigns it to you, because under US copyright law a transfer of ownership isn't valid unless it's in writing and signed⁶. Selling it? Limit the assignment to the custom work, not your product.

Pick the three to five changes that matter most, and propose wording rather than objections. "Can we make it 30 days' notice, with a reminder from you a month before?" is easier to accept than "Your renewal terms are unfair." Add a line on why each one matters.

When the next draft comes back, compare it with your last version yourself, because their markup may not show every change. The redline comparison tool reads every round you have and shows what changed in each.

Your own review makes a lawyer's hour go further. Bring your five lines, the dated deadlines and the clauses you flagged, and ask what only a lawyer can answer: whether each one holds up under the governing law.

Once it's signed, keep the dates where you'll see them. The contract renewal tracker lists every agreement you hold with the date you must decide by. To get this review written for you, with every deadline already dated, paste your contract into the tool at the top of this page.