DO THIS
Consider reviewing contracts using Sterling Miller’s three pass review method.
NOT THAT
Reviewing once and immediately redlining.
WHY
Like most work for in-house counsel, devil is in the details. Take time to do it correctly. Everyone will be glad you did, especially you.
First Pass: high-level scan of document.
Don’t read too carefully – just get a good sense for how contract is structured and where all “stuff” is located.
Second Pass: go through contract more carefully.
Start with defined terms & read carefully once through then make your careful second pass through the contract. When a defined term uses another defined term, stop at that place in sentence & flip to other defined term. If necessary, use some scratch paper to diagram relationships among defined terms and take notes.
Third Pass: Skim back through defined terms now and see if your understanding of any of them has changed.
Find the term and termination provisions and make sure they make sense & fit your deal. Next, focus on the payment provisions (same drill) then make a pass through the balance of the provisions in whatever order makes sense to you.
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