California contract review — what's in it, what to negotiate, what to walk away from.

Why review work is its own scope

Reviewing a contract from the other side is different work than drafting one. The review focuses on what's risky, what's negotiable, and what the redlines should say. The output is a written memo plus optional redlines, not a fresh draft.

Most California small businesses sign too many contracts without review — vendor MSAs, software EULAs, partnership agreements, NDAs, SaaS terms — because the review-cost feels like overkill for a routine agreement. Sometimes it is. Sometimes the routine agreement contains a $50,000 indemnification trap.

What our review actually covers

Risk identification

We read the contract end-to-end and flag the provisions that create real exposure. Indemnification scope, limitation of liability, governing law and venue, dispute resolution, termination triggers, fee-shifting, IP assignment, non-compete, non-solicit, confidentiality scope, change-of-control.

Negotiation positioning

For each flagged provision, we tell you (a) whether it's market-standard, (b) what the typical negotiated position looks like, and (c) which redlines we'd push for if you want to negotiate.

Walk-away signals

When a contract has provisions that aren't worth signing under any negotiation, we say so explicitly. Some indemnifications, some non-competes, some fee-shifting clauses are dealbreakers — and clients sometimes need permission to walk.

Plain-English summary

On request, the memo includes a plain-English summary of what the contract actually does — what you're committing to, what the counterparty is committing to, and what happens if either side breaks the deal.

When review work is the right path versus drafting

Review fits when the counterparty insists on using their template, when you've already negotiated the deal terms and just need legal sanity, when you want to know your exposure before signing, or when you want to identify the specific redlines you'd push for in a negotiation.

Drafting fits when you're the one bringing the contract (most service businesses' CSAs), when the counterparty is small enough to accept your terms, or when no template exists for the deal you're trying to do.

Many engagements are both — we review the counterparty's draft and provide redlines that move the document toward the terms we'd have drafted from scratch.

Pricing

Reviews are scoped per matter — the cost depends on contract length, complexity, and what output you need (memo only, memo + redlines, memo + redlines + negotiation support).

Typical ranges:

$495–$995. Standard review of a single contract under 30 pages — written memo identifying issues and recommendations. No redlines.

$995–$1,495. Review with redlines on a single contract. Memo plus a redlined version of the document with proposed language.

$1,495+. Active negotiation support — we redline, the counterparty responds, we re-redline, ongoing through close.