Provide the complete agreement
- Include all schedules, annexures, policies, guarantees, online terms and documents incorporated by reference.
- Provide previous drafts, mark-ups, heads of agreement, quotes and proposals.
- Confirm the legal identity and authority of each contracting party.
Explain the commercial deal
- State the deliverables, price, payment timing, commencement date, completion date and acceptance criteria.
- Identify the terms that are commercially essential and the points that can be negotiated.
- Record any representation or promise relied on that is not expressed in the written contract.
Review the risk clauses
- Check duration, automatic renewal, termination, suspension and consequences of default.
- Review liability caps, exclusions, indemnities, insurance and personal guarantees.
- Check confidentiality, intellectual property, privacy, restraints, assignment and subcontracting.
- Understand the governing law and dispute-resolution process.
Check for one-sided standard terms
- Identify any right to change price or obligations unilaterally.
- Check broad indemnities, excessive exit fees, automatic renewal and terms limiting one party's remedies.
- Small business and consumer standard-form contracts may be subject to unfair contract term laws.
Before the appointment
Keep original documents safe, preserve electronic records and bring a short list of the questions and outcomes you want to discuss. Tell the solicitor about urgent deadlines at the beginning of the conference.