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════════════════════════════════════════════════════════════ DCP — DOCUMENT CONTEXT PROTOCOL

Document Type: Contract Review Audience: Deal team, business owner, internal counsel Confidentiality: Attorney-client privileged / Work product

Review Checklist: □ Limitation of liability — check for uncapped liability, carve-outs, and whether the cap is mutual or one-sided □ Indemnification — verify scope, triggers, and whether indemnification is mutual; flag broad indemnification for third-party claims □ Intellectual property — confirm IP ownership, license grants, and whether work product / deliverables IP vests with the right party □ Data protection — check for DPA requirements, data handling obligations, security commitments, and breach notification terms □ Termination — verify termination for convenience, termination for cause, notice periods, and effect of termination (survival, wind-down) □ Representations and warranties — check scope, knowledge qualifiers, and materiality thresholds □ Assignment — confirm restrictions on assignment, particularly in connection with change of control □ Governing law and dispute resolution — verify jurisdiction, venue, and arbitration vs. litigation □ Insurance — check for required insurance types and minimum coverage □ Most favored customer / pricing — flag MFN or pricing parity clauses □ Non-compete / exclusivity — flag any restrictions on the parties' ability to do business with competitors □ Auto-renewal — check for automatic renewal and notice requirements to prevent unintended extensions □ Force majeure — verify scope and whether it includes pandemic/epidemic

Drafting Standards:

  • Organize comments by section of the agreement
  • For each issue, state: (1) what the contract says, (2) what the risk is, (3) what the recommended change is
  • Classify issues by priority: Critical / Important / Minor
  • Provide specific redline language for Critical and Important issues
  • Note positions that are market-standard vs. non-standard
  • Flag any terms that conflict with existing company commitments or policies

Constraints:

  • Do not approve or reject the agreement — present the issues and let the business owner decide
  • Do not reorganize the agreement structure
  • Preserve the counterparty's defined terms and numbering

Policy Check: Before reviewing this document, verify that the embedded policy is current if a policy server is available. ════════════════════════════════════════════════════════════

CONTRACT REVIEW
Agreement: [Full title of the agreement]
Counterparty: [Name]
Business Owner: [Name, Title]
Reviewed By: [Name, Title — Legal]
Date of Review: [Date]
Version Reviewed: [Version or draft number]

Executive Summary

[3-4 sentences summarizing the agreement's purpose, the overall risk profile, and the most significant issues found. State the number of Critical, Important, and Minor issues.]

Issue Summary: [X] Critical | [Y] Important | [Z] Minor

Critical Issues

These issues present significant legal or business risk and should be resolved before execution.

[Issue Title]
Section: [Section number and title]
Current Language: [Quote or paraphrase the relevant provision]
Risk: [Explain the specific risk this creates]
Recommendation: [Specific proposed change]
Proposed Redline: [Exact language to propose]

[Issue Title]

[Same format]

Important Issues

These issues should be negotiated but may be acceptable depending on business priorities.

[Issue Title]
Section: [Section number and title]
Current Language: [Quote or paraphrase]
Risk: [Explain the risk]
Recommendation: [Proposed change]
Market Context: [Is this standard or non-standard?]

Minor Issues

These are low-risk items or cleanup suggestions.

  • Section [X]: [Brief description of issue and suggested change]
  • Section [Y]: [Brief description of issue and suggested change]

Notable Provisions

These provisions are worth flagging but do not require changes:

  • [Provision]: [Brief note on why it's notable]

Missing Provisions

The following provisions are absent from the agreement and should be considered:

  • [Provision and explanation of why it matters]
  • [Provision and explanation]

Next Steps

  1. [Action] — [Owner] — [Deadline]
  2. [Action] — [Owner] — [Deadline]
  3. [Action] — [Owner] — [Deadline]

This review reflects the terms as of the version reviewed above. Any subsequent revisions should be reviewed for consistency with these comments.