Not every contract requires a solicitor to review it. Many routine commercial agreements — straightforward service contracts, standard NDAs, simple employment offers — can be reviewed systematically by a non-lawyer who knows what to look for. This guide gives you a structured seven-step process for any contract, and explains when professional advice is genuinely necessary.
Identify the Parties and Their Obligations
Start with the recitals (the "whereas" clauses at the top) and the definitions section. These set the stage for everything that follows.
Check: are the parties correctly identified with their full legal names? An error in the party name — a limited company described without its registered number, or a trading name used instead of the legal entity — can create problems if the contract needs to be enforced.
Make a simple list: what is Party A required to do? What is Party B required to do? What are the key performance standards and deadlines? This list will be your reference point for the rest of your review.
Understand the Core Commercial Terms
Find the operative clauses that describe the commercial deal. In most contracts, this means the scope of services or goods, the price and payment terms, delivery obligations, and key milestones or dates.
Look for: payment terms — when is payment due, what happens if it is late? Acceptance criteria — under what conditions is delivery or performance deemed complete? Change control — can either party change what is being provided, and if so how and at what cost?
Check Termination Rights Carefully
How does the contract end? There are typically three routes:
— Natural expiry at the end of the term
— Termination for breach (one party fails to perform)
— Termination for convenience (no reason needed, just notice)
Termination for convenience clauses are common in service agreements and allow the client to exit without cause, typically with short notice. As a supplier, check whether termination for convenience entitles you to payment for work in progress and lost profit, or only for work completed before the notice was served.
Identify Your Liability Exposure
Liability provisions are often the most commercially significant part of any contract, and the most commonly overlooked.
Look for: a liability cap (the maximum amount either party can claim from the other); exclusions of liability for consequential or indirect loss; and indemnities — obligations to compensate the other party for specific types of loss.
Critical: indemnity provisions frequently sit outside liability caps. A wide indemnity — for example indemnifying the other party against any claim by a third party connected to the contract — can expose you to unlimited liability even where the cap appears protective.
Review Post-Contract Restrictions
Many contracts contain obligations that survive termination: non-compete clauses, non-solicitation of clients or staff, and confidentiality obligations.
For employment contracts and services agreements, these post-contract restrictions can significantly affect your ability to work in your field after the contract ends. Check scope (which competitors, which clients), duration, and geographic reach.
For a detailed guide to employment contract restrictions specifically, see our guide to red flags in employment contracts.
Check Dispute Resolution and Governing Law
If a dispute arises, how is it resolved? The options are:
— Court litigation (English courts, usually)
— Arbitration (private, binding, often faster)
— Expert determination (suitable for technical disputes)
— Mediation (non-binding, but useful as a first step)
For UK businesses contracting with UK parties, English law and English courts or arbitration are standard. If the governing law is a foreign jurisdiction — Delaware, Singapore, the Cayman Islands — consider the additional cost and complexity of enforcing rights in that jurisdiction.
Use AI to Flag What You Missed
After completing your own review, run the contract through an AI review tool. AI is particularly good at:
— Spotting clauses that contradict each other
— Flagging unusual or non-standard language you may not recognise
— Identifying common red flags that are easy to miss on first reading
— Explaining complex legal concepts in plain English
VP Arbiter is designed specifically for this purpose. Paste your contract — an NDA, employment contract, commercial lease, service agreement, or settlement agreement — and receive a structured risk report in under a minute. Use it after your own initial read to catch what you may have missed.
When to get a solicitor
Self-review is appropriate for straightforward contracts with familiar terms and manageable financial consequences. Seek professional advice when:
- —The contract involves significant financial commitments — above £10,000 or any amount that would materially affect your business
- —You are taking on personal liability or guaranteeing another party's obligations
- —The contract involves intellectual property, regulatory matters, or real property
- —The other party has lawyers and you do not
- —Settlement agreements (legally required to have independent advice)
- —Cross-border contracts with unfamiliar governing law
Run your contract through Step 7 now — free, no account required.
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