How to brief a lawyer on a contract (and pay less for it)

Why does a focused brief reduce legal fees?

A focused brief reduces legal fees because it cuts the time a lawyer spends working out what you need. Commercial lawyers usually charge by the hour or offer fixed fees, and either way the price reflects the time the work takes. Send a contract with “could you have a look at this?” and the lawyer has to read it from scratch, guess what matters to you and comment on everything. Knowing how to brief a lawyer turns that into a smaller job: here’s the deal, here’s what I care about, here are my questions.

A brief also tends to produce more useful advice. A lawyer who knows your priorities can tell you which clauses matter for your business, rather than handing back a long list of comments you then have to interpret. And a clearly defined job is easier to price, which makes a fixed fee or a firm estimate easier to agree.

Before you contact a lawyer: four things to prepare

Preparation is the part of a contract review you don’t pay a lawyer for, and none of it needs legal knowledge.

1. Read the contract yourself

Read the whole contract once, even if some clauses don’t make sense yet. Note who the parties are, what you’re promising to do, how and when you get paid, how long it lasts and how it ends. Pay attention to defined terms, the capitalised words such as “Services” or “Losses”, because a lot of meaning hides in them. Our guide to 15 contract red flags to check before you sign shows where one-sided terms usually sit.

2. Decide what you want and what you won’t accept

Write down the three to five things that matter most to you in this deal, such as being paid within 30 days, keeping ownership of your existing tools or keeping your liability in proportion to the fee. Then list your deal-breakers: the terms that would make the contract not worth signing. A lawyer can’t guess these, and they shape everything else in the advice.

3. Mark the clauses that worry you

Note each clause that worries you by its number, with a sentence on why. You don’t need legal language: “I don’t understand this”, “this seems to apply only to us” or “this could cost us more than the contract is worth” are all useful. For example:

9.2 The Customer’s total liability under this Agreement shall not exceed £10,000. The Supplier shall indemnify the Customer against all losses, costs and expenses arising out of or in connection with this Agreement, and the Supplier’s liability shall not be subject to any limit.

Our guides to limitation of liability clauses and indemnity clauses explain what fairer versions usually look like.

4. Gather the related documents

A contract rarely stands alone, so part of knowing what to send your solicitor or attorney is collecting everything that forms part of the deal or changes it:

• Statements of work, order forms and purchase orders, which often hold the price, scope and deadlines.
• Documents the contract refers to, such as the other side’s policies, a supplier code of conduct or terms on a website, which may be incorporated (made part of the contract by reference).
• Emails or messages that change the deal, such as a promise of shorter payment terms. Whether they actually change the contract is a question for the lawyer, so include them.
• Previous versions, so the lawyer can see what has already been negotiated or changed.

If you have the contract in an editable format, such as Word, send that, so the lawyer can mark up proposed changes.

How to brief a lawyer in one page

A good brief fits on one page and covers who the parties are, what the deal is, your deadline, your priorities and deal-breakers, and your specific questions by clause number. It ends by saying what you want back and asking for a price. Here is an example with invented details:

How to ask for a fixed fee or a capped estimate

Ask for a price before any work starts: either a fixed fee for a defined piece of work, or an estimate with a cap that can’t be exceeded without your agreement. Some firms offer a fixed fee contract review for straightforward agreements, and a clear brief makes the job easier to price, which helps keep the contract review cost predictable.

• Agree the scope. For example: review of the contract and statement of work, answers to the questions in the brief, suggested wording for up to three clauses and one call.
• Agree what’s outside it. Negotiating directly with the other side, a second round of comments after they reply, or reviewing documents you didn’t send may cost extra.
• Get it in writing. The scope and price are usually confirmed in an engagement letter (in the UK, often called a client care letter) before work starts.
• Ask how follow-ups are charged. If the other side comes back with changes, will a second look be quoted separately or charged by the hour?

Questions to ask a lawyer about a contract

The most useful questions name a clause, say what worries you and ask what’s normal and what you could propose instead. These examples cover the areas where most contracts put their weight; adapt them to your deal.

Liability and indemnities

• Is my liability capped, and does the cap apply to both of us equally?
• What sits outside the cap, such as indemnities (indemnification in US contracts), and how large could that exposure be?
• Does the insurance this contract asks for match the policies I have?

Payment

• When exactly will I be paid, and can they withhold, deduct or set off anything?
• What can I do if they pay late, and does anything in the contract limit that?

Intellectual property

• Do I keep ownership of the tools, templates and code I already had?
• When does ownership of the work pass to them: when it’s created, or when they pay?
• Can I show the work in my portfolio?

Termination

• Can they end the contract early, and what am I paid for work in progress if they do?
• Does it renew automatically, and what’s the deadline for giving notice?

Restrictions

• Does anything stop me working for other clients, approaching their customers or hiring their staff, and for how long?
• Is any restriction wider than it needs to be, and what narrower version could I offer?

Governing law and disputes

• Which law applies, and where would a dispute be heard? Is that practical for a business of my size?
• If there’s an arbitration clause, roughly what would it cost to bring a claim?

Finish with one open question: “Is there anything I haven’t asked about that you would want changed?” It gives the lawyer room to raise a risk you didn’t spot. For background on each area, see our guides to payment terms, intellectual property clauses, termination and auto-renewal, non-compete and non-solicitation clauses and governing law and jurisdiction.

How to use the advice

Turn the advice into a short, ranked list of changes to request, with the wording you’ll propose for each, and a note of what you’ve decided to accept. That list is what you take back to the other side.

1. Sort the points. Must change (your deal-breakers), would like to change, and accept as it is.
2. Propose wording, not just objections. A specific proposal, such as a cap at a stated figure or a carve-out for your existing materials, gets a more specific answer than “we’re not happy with clause 9”.
3. Send a marked-up version. A marked-up (or “redlined”) copy shows exactly what you’re proposing, and a short covering email can explain the main points.
4. Go back to the lawyer when it matters. If the other side rejects a deal-breaker or offers new wording on a key clause, a short follow-up question is usually cheaper than a fresh review.
5. Check the final version. Before you sign, compare it with what was agreed, and keep the advice, the emails and the signed copy together.

The decision to sign is yours. The advice tells you where the risks are and what’s negotiable; what you accept depends on how much you want the work and how much risk you can carry.

How to find a solicitor or attorney for a contract review

Look for a commercial or business lawyer who is qualified in the law that governs the contract and has experience of the kind of agreement you’ve been sent. In the UK, business contracts are usually reviewed by solicitors; in the US, by attorneys. The governing law matters because lawyers usually advise on the legal system they’re qualified in, and the contract’s governing law clause should tell you which one that is.

• England and Wales: the Law Society’s Find a Solicitor service lists solicitors and firms, and the register kept by the Solicitors Regulation Authority (SRA) lets you check that a solicitor or firm is authorised.
• Scotland: you can search for a solicitor through the Law Society of Scotland.
• Northern Ireland: the Law Society of Northern Ireland, which regulates solicitors there, is the place to start.
• EU countries: the national or regional bar association or law society usually keeps a directory of lawyers.
• United States: many state and local bar associations run lawyer referral services that can put you in touch with an attorney who handles business contracts.

When you first get in touch, send the one-page brief, ask whether they regularly review contracts like yours for businesses of your size, and ask for a fixed fee or a capped estimate before they start.

How LegalSling helps

LegalSling does the groundwork before you speak to a lawyer. It explains every clause of the contract in plain English, with a note on what it means for each party and which way it leans. It flags terms that are markedly one-sided, unusual for that kind of agreement or that may go further than the law allows, highlighting the exact words in the document, and it takes the governing law from the contract’s own wording. You can ask questions about the document and add your own notes. It then prepares a printable brief with the red flags, your notes and suggested questions, which you can send to your lawyer. LegalSling explains; it doesn’t give legal advice or tell you whether to sign. What it can do is make the time you spend with a lawyer quicker and cheaper. See how it works.