Commercial contract review
Review the contract. Focus the negotiation.
Prepare an issue list and proposed revisions from the agreement and client instructions. Check the supporting clauses, then set your negotiating position.
What you provide
Add the agreement, related documents and a brief covering the client, transaction, role, priorities, deadline and deliverable. Include a relevant playbook or precedent if available, and flag uncertain facts.
What Talden does
Talden works through the agreement against your instructions to identify issues, supporting language and a proposed response. Review the analysis and keep questions about missing documents or business instructions open until they are answered.
What you receive
A prioritized issue list tied to the relevant clauses, proposed language for the issues you choose to raise and questions for the business. Save the work to the matter and export it to Word or PDF.
Commercial review · fictional matter
One issue, three sources.
Larkspur Studio Co., a fictional customer, is considering Copper Finch Systems’ hosted workflow service. The assignment is to review the demonstration services agreement and its data terms against the client’s business brief, produce a short prioritized issue note, propose language for the most material issue, and list the questions counsel should resolve before recommending signature.
The published inputs show the liability provision, related data term and client instruction. We add Talden’s recorded result for this matter after the authorized demonstration run has been reviewed.
Each party’s aggregate liability arising out of or relating to this agreement is limited to the fees paid during the three months before the event giving rise to the claim. Neither party is liable for indirect or consequential loss. These limitations apply to all claims, including claims relating to confidentiality, security and personal information.
Provider remains responsible for its obligations under these Data Terms. This provision does not expressly amend the services agreement’s limitation of liability.
The business prefers a 12-month-fees general cap and a separately negotiated higher cap for specified confidentiality and data obligations, not unlimited liability for every breach.
Make the final call
Set the negotiating position. Check whether each issue matters to the transaction, whether a revision achieves the intended result and whether it creates another inconsistency. Accept, change or reject the proposed approach.
Scope of the example
The example is illustrative, not a complete transaction or a substitute for professional review. Different agreements and instructions require different analysis.