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Contracts

Contract
Review

Understand what you're signing before you sign it. We review contracts to identify risks, explain key provisions, and suggest improvements.

Kelli J. Goodnight, Attorney

🔍 Key Takeaways

  • Every contract is drafted to protect the other party's interests—review protects yours
  • "Standard" contracts are almost always negotiable—don't accept them at face value
  • Indemnification clauses can make you liable for others' mistakes—watch for broad language
  • Oklahoma courts generally enforce contracts as written under 15 O.S. § 2-201
  • Choice of law and venue provisions determine where any disputes will be resolved
  • The cost of review is almost always less than the cost of a dispute

Why Contract Review Matters

Every contract is drafted by someone—usually the other party—to protect their interests. Before you sign, you should understand what you're agreeing to and whether it adequately protects you. A professional review can:

  • Identify provisions that could put you at risk
  • Explain complex legal language in plain English
  • Suggest changes to better protect your interests
  • Catch missing provisions that should be included
  • Help you negotiate from a position of knowledge

What We Look For

High-Risk Provisions

  • Indemnification clauses – Are you agreeing to pay for the other party's mistakes?
  • Limitation of liability – Can you recover damages if something goes wrong?
  • Automatic renewal – Will you be locked in if you don't cancel in time?
  • Personal guarantees – Are you personally liable for business obligations?
  • Non-compete provisions – Can you work in your field if this ends?

Unclear Terms

  • Vague descriptions of work or deliverables
  • Ambiguous payment terms or milestones
  • Undefined standards like "reasonable" or "satisfactory"
  • Missing timelines or deadlines

Missing Protections

  • Clear termination rights
  • Dispute resolution procedures
  • Protection for your intellectual property
  • Privacy and confidentiality provisions
  • Force majeure (unforeseen circumstances)

Our Review Process

1. Initial Assessment

You send us the contract and explain the context—what the deal is, who the other party is, and any specific concerns you have.

2. Detailed Analysis

We review every provision, identifying risks, concerns, and areas for improvement. We research any unusual terms or industry-specific provisions.

3. Written Report

You receive a clear summary explaining:

  • What the contract actually says
  • Key risks and concerns
  • Specific recommendations for changes
  • Suggested revision language

4. Discussion

We review our findings with you, answer questions, and discuss negotiation strategy if you decide to propose changes.

Types of Contracts We Review

  • Employment agreements and offer letters
  • Service agreements and consulting contracts
  • Commercial leases and rental agreements
  • Vendor and supplier contracts
  • Purchase agreements
  • Franchise agreements
  • Partnership and operating agreements
  • Non-disclosure agreements
  • Independent contractor agreements

Common Contract Review Mistakes

Avoid these errors that lead to contract disputes:

  • Skimming instead of reading: Key risks hide in dense paragraphs—every word matters
  • Trusting verbal promises: If it's not written, it's not enforceable under Oklahoma law
  • Ignoring automatic renewals: Miss the cancellation window and you're locked in for another term
  • Overlooking personal guarantees: You may be personally liable for business obligations
  • Accepting one-sided indemnification: Don't agree to pay for the other party's negligence

Frequently Asked Questions

Common questions about contract review

Should I have a lawyer review every contract? +

Not every contract, but those involving significant money, long-term commitments, business operations, or liability exposure. Review typically costs less than disputes.

What should I look for before signing? +

Payment terms, duration, termination rights, liability provisions, dispute resolution, and any non-compete or exclusivity provisions. The biggest issues are often in the details.

Can I negotiate a "standard" contract? +

Almost always, yes. "Standard" is often a tactic to discourage negotiation. You have every right to negotiate terms that protect your interests.

How quickly can you review a contract? +

Simple contracts: 1-2 business days. Complex agreements: 3-5 days. Let us know about deadlines—we can usually accommodate urgent requests.

What are the most dangerous contract provisions? +

Indemnification clauses making you liable for others' actions, personal guarantees, automatic renewals with long notice periods, and one-sided termination rights.

What is an indemnification clause? +

A promise to pay for certain losses or liabilities. Broad indemnification can make you responsible for the other party's mistakes, negligence, or even fraud.

Should I worry about choice of law provisions? +

Yes. Choice of law determines which state's laws govern disputes. A contract with California law means very different rights than Oklahoma law.

What happens if I sign a bad contract? +

Generally, you're bound by what you signed. Courts rarely void contracts due to one-sided terms. That's why review before signing is so important.

Review Before You Sign

Schedule a consultation to discuss your contract review needs.