Checklist
Contract review checklist for consistent risk triage
Direct answer: consistent contract review requires a fixed triage sequence, explicit risk rationale, and mandatory escalation for high-risk or low-confidence findings.
Four-step review workflow
Step 1: Intake sanity check
Confirm document context before clause scoring starts.
- Verify parties, governing law candidate, and contract type.
- Confirm whether this is customer paper, vendor paper, or internal baseline.
- Flag any missing schedules or referenced exhibits.
Step 2: Clause-level triage
Classify risk by clause family, not by overall impression.
- Score liability, indemnity, termination, confidentiality, and data terms first.
- Capture rationale in one sentence per finding.
- Record confidence and mark low-confidence items for mandatory escalation.
Step 3: Negotiation-ready recommendations
Translate findings into actionable edits and fallback language.
- Attach proposed safer language for each medium/high-risk finding.
- Tag each recommendation as required, preferred, or optional.
- Highlight dependencies across clauses (for example liability + indemnity linkage).
Step 4: Escalation and approval
Route material risk to licensed counsel with complete context.
- Escalate all high-risk findings and low-confidence outputs.
- Include summary, rationale, and proposed fallback language in escalation package.
- Track decision outcome and accepted deviations for audit trail.
Risk classification guidance
Low
Language aligns with approved baseline or requires minimal non-material edits. Document rationale and continue workflow.
Medium
Language creates moderate commercial or operational exposure. Propose fallback wording and request reviewer confirmation.
High
Language introduces material legal, financial, or regulatory risk. Escalate to counsel before approval or signature.
For clause-level examples, use the compare clauses library. For operational rollout planning, use the legal automation guide.
Common handoff failures and prevention controls
- Escalation packet omits business decision request, so counsel cannot determine acceptable risk posture.
- Reviewer rationale repeats findings without explaining why fallback language changes decision quality.
- Clause dependency impacts are not mapped, causing iterative back-and-forth on linked terms.
- Urgency is marked high without timeline evidence, which degrades queue prioritization over time.
Teams that review these failure modes in weekly calibration sessions reduce escalation latency because decision packets arrive complete and consistently structured. This also improves downstream template governance by exposing recurring clause-level friction points.
Escalation packet checklist
A contract review checklist is only complete if it produces escalation packets that counsel can act on quickly. Use this checklist to avoid rework loops caused by missing context.
- Contract purpose and business owner decision ask.
- Clauses escalated with risk label, confidence, and one-line rationale.
- Proposed fallback wording and expected counterparty impact.
- Linked clauses affected by the requested concession.
- Decision deadline and commercial impact if unresolved.
Quality thresholds to monitor weekly
Rationale completeness
>= 95% of medium/high findings include decision-ready rationale.
Escalation precision
>= 80% of escalations are confirmed as correctly routed.
False-high-risk rate
< 15% on internal benchmark samples.
Thresholds should trigger concrete actions, not only dashboard observation. For example, if false-high-risk rate rises, require a focused calibration session on the top three clause families driving overrides. If escalation precision drops, review handoff packets for missing context fields and enforce completion gates before queue submission.
When thresholds hold
Expand template coverage gradually and keep current reviewer cadence to preserve stability.
When thresholds fail
Freeze expansion, run corrective calibration, and update playbooks before reopening broader workflow access.
Applying this decision logic weekly helps teams keep review quality stable as contract volume changes. It also prevents expansion decisions from being made on throughput alone without confirming risk-control performance.
FAQ
How should teams use this checklist in practice?
Use it as the standard review sequence for every contract: intake validation, clause triage, recommendation drafting, and escalation packaging.
What should always trigger escalation?
High-risk findings, low-confidence model outputs, major liability carve-out changes, and terms that conflict with approved legal policy.
How do we keep review quality consistent across reviewers?
Require one-line rationale for each finding, maintain approved fallback language, and review exception decisions in a recurring governance cadence.
Can this checklist work with software workflows?
Yes. Each checklist item can map to structured fields, risk levels, and required actions in a contract review platform.
Handoff quality criteria
- Clear decision question stated in one sentence.
- Escalated clauses include rationale and fallback option references.
- Linked clause dependencies are explicitly called out.
- Business impact and deadline are documented with owner accountability.
Keep checklist adherence visible in weekly operations reviews so deviations are corrected quickly and do not compound into recurring escalation and negotiation delays.
Teams onboarding new reviewers should pair this checklist with annotated examples of strong and weak handoff packets. Concrete examples make rubric expectations clear and reduce training time. Over time, this improves first-pass decision quality and lowers the number of escalations returned for missing rationale or incomplete context.
Refresh examples when escalation policy or clause standards materially change.
Keep one canonical checklist version with effective dates so teams can trace when review standards were updated.
Version clarity also improves auditability when contract decisions are reviewed months after execution.
Archive prior checklist versions to support historical decision validation.
This preserves context for future legal and operational audits.