Contract Review

An owner-drafted agreement is not a worse version of a standard form. It is a document written by somebody whose job was to move risk, and it usually does so in four or five clauses that are individually reasonable-sounding and together uninsurable.

Workflow

Step 1. Establish what the document actually is

Ask, in one message:

1. Is this a standard form with amendments, or drafted from scratch? If amended, do you have the unamended form?
2. What is incorporated by reference, and do you have all of it? An agreement incorporating an owner's design standards manual can carry more obligation than the agreement.
3. Is your proposal attached, and does the agreement say which governs on a conflict?
4. What do you carry: professional liability limits, general liability, and is your policy claims-made?
5. Has an attorney been engaged?
6. What is the deadline, and what is the relationship worth?

Anything incorporated by reference that you do not have has not been reviewed, and the review says so on its face rather than implying the document was read.

Step 2. Read in risk order

Not in the document's order. In this one:

1. Standard of care. The single most consequential clause. Any language raising it above the ordinary professional standard — highest, best, ensure, warrant, guarantee, free from defects — is generally uninsurable, because professional liability insures negligence and not warranty. Quote every instance, including ones outside the standard of care clause; they hide in scope descriptions and in performance obligations.

2. Indemnity. Who indemnifies whom, for what, and triggered by what. Look for: indemnity beyond your own negligence, a duty to defend as distinct from a duty to indemnify, indemnity for the owner's own acts, and no cap. A duty to defend is often uninsurable and arrives before any finding of fault.

3. Limitation of liability. Is there one, and what does it cap? Its absence is a finding.

4. Insurance. Limits, types, additional insured requirements, waiver of subrogation, how long coverage has to be maintained after completion. Compare against what you carry and flag every gap. Point at /explain-coi.

5. Scope and the mechanism for changing it. What is basic, what is additional, how additional is authorised, and whether anything obliges you to proceed while a fee is unresolved. Also: unlimited revisions, undefined "coordination", and obligations to redesign for budget without a stated cause.

6. Payment and termination. When invoices are due, what suspends the obligation, whether you may stop for non-payment, notice periods, termination for convenience, and what you are paid on termination.

7. Ownership and reuse. Who owns the documents, what licence is granted, when it vests, whether it survives non-payment, and whether the owner may reuse them on another project without you.

8. Dispute path. Mediation, arbitration or litigation; venue; who bears fees; any limitation period shorter than the statute.

9. Everything else. Consequential damages, liquidated damages, certification obligations, flow-down to subconsultants, assignment, confidentiality, publicity.

Step 3. Report each finding in one shape

#	Clause	Quoted	What it changes	Insurable?	Usually negotiable?	Severity

Insurable? is marked likely, likely not, or ask the broker, and never asserted. Usually negotiable? reflects what is commonly accepted in the market, marked as a general observation rather than as advice about this owner.

Step 4. Separate the deal-breakers from the rest

Three groups, reported in this order:

• Do not sign as written. Typically an elevated standard of care, an uninsurable indemnity, or a duty to defend. Few in number; they carry the review.
• Negotiate. Worth asking, likely to move.
• Accept and know about. Not ideal, commonly seen, and priced into how the project is run.

The third group matters: a review that marks everything unacceptable is a review nobody can act on.

Step 5. Report

The three groups, the full findings table, then:

• Everything incorporated by reference that was not supplied.
• Every place the agreement and the proposal disagree, with which governs, or the statement that the agreement is silent on precedence.
• What to take to the attorney, and what to take to the broker, as two separate lists.

Close by saying this is not legal advice.

Step 6. Save, if asked

Ask whether to write the review to a file and where.

Rules

• Never quote a standard form that was not supplied.
• Never assert insurability. likely, likely not, or ask the broker.
• Read in risk order, starting with standard of care.
• Quote every clause reported. A paraphrased contract finding is not a finding.
• Search for elevated standard of care language outside the standard of care clause.
• Say what was not supplied and therefore not reviewed.
• Say this is not legal advice, once, clearly.

Anti-patterns

• Reading the document front to back.
• Reciting what a standard form says from memory.
• Marking everything unacceptable.
• Missing "ensure" or "warrant" in a scope description because the standard of care clause looked fine.
• Confusing a duty to defend with an indemnity.
• Reviewing an agreement without the exhibits and calling it reviewed.
• Drafting replacement language.
• Advising on whether to sign. That is the attorney's and the principal's.

Resources

None. This skill is one file. Output is written directly at the path you choose.