Contract Review Checklist for a First Pass

The most common way a first-pass review goes wrong is starting at clause 1 and reading straight down. By clause 12 you are deep in indemnity wording and you still could not say, in a sentence, what the deal is or what could go wrong with it. A first pass is not a proofread. It is where you build a mental model of the transaction and find the handful of issues that actually decide whether the client should sign.

Understand the deal before the drafting

Spend the first few minutes away from the clause text. Answer these before marking anything up:

• Parties. Who is contracting, in what capacity, and is the named entity the one that actually holds the assets or the liability?
• Purpose. What is each side really getting? State it plainly in your own words.
• Money. What is paid, when, on what triggers, and what happens on late or non-payment?
• Term. How long does it run, how does it renew, and how does it end?
• Key dependencies. What does performance rely on — a licence, a third party, an approval — that sits outside the contract?

If you cannot answer these from the draft, that is itself your first finding.

Read the risk clauses in the order they bite

Once you have the shape, go to the clauses that allocate risk, not the ones that come first on the page. In practice these are liability and indemnities, termination and its consequences, warranties, and any limitation or exclusion. Ask a single question of each: if this goes wrong, who pays, how much, and can the client live with it? A first pass that has read the risk allocation clearly is worth more than a thorough pass that ran out of attention before reaching it.

Check the machinery that makes the deal work

After risk, confirm the operational clauses hang together. Notice provisions with correct addresses. Governing law and dispute resolution that match where the parties actually are — a foreign-seat arbitration clause can quietly make enforcement slow and expensive. Conditions and dependencies that have a clear owner and deadline. Boilerplate that has been read rather than assumed, because assignment, confidentiality, and force majeure clauses are where surprises hide.

Follow the definitions and the cross-references

Definitions and schedules are not appendices; they are where meaning is set and, often, where the real terms are parked. Check that defined terms are used consistently, that the schedules actually contain what the clauses promise, and that cross-references point where they should. A single loose definition can undo a clause you thought you had understood.

Record findings so the second pass is faster

End the first pass with a short issues list, ranked: deal-breakers, points to negotiate, and drafting fixes. For each, note the clause, the effect on the client, and whether it needs a business decision or a legal one. This turns your first read into something the client or the deal lead can act on immediately, and it gives whoever does the detailed pass a map instead of a blank document.

A disciplined first pass is fast precisely because it is selective. You are not trying to catch every comma; you are trying to understand the transaction and surface the issues that matter before anyone spends hours on the ones that do not. Keeping the draft, your issues list, and the surrounding correspondence in one place — as a workspace like Juniorlawyer is built to do — means the second pass picks up exactly where the first left off.