Contract Review and Drafting Services
Contracts are the backbone of every business relationship. They define who does what, who pays what, and what happens when things go wrong. A well-drafted contract protects you. A poorly drafted one can cost you far more than you'd expect.
At Jon Miller Law, we review and draft contracts for businesses and individuals. Whether you received a contract from a vendor and want to make sure it's fair, or you need a custom agreement drafted from scratch, we can help. We focus on clarity and practical protection, not legalese that no one understands.
Every contract we touch gets explained to you in plain English. We point out the risks, flag the terms that could hurt you, and suggest changes that protect your interests. You sign knowing exactly what you're agreeing to.
Why You Need a Lawyer for Contracts
Most people don't read contracts carefully. They skim the terms, assume everything is standard, and sign. That works fine until there's a dispute, and suddenly you discover that the contract you signed says the other party can terminate without notice, or that you waived your right to sue, or that you're responsible for costs you never anticipated.
A lawyer reads contracts differently than a business owner. We're trained to spot provisions that shift risk onto you, identify vague language that could be interpreted against you, and catch missing protections that should be included. A 30-minute contract review can save you from a six-figure mistake.
This applies whether you're the one receiving the contract or the one drafting it. If you're sending a contract to a client or vendor, you want it to protect your interests clearly. If you're receiving one, you want to understand what you're agreeing to before you commit.
We also help with negotiations. If we identify terms that are unfavorable, we can suggest specific changes and help you communicate those changes to the other party professionally. Most contract terms are negotiable, and the other side expects you to push back on at least some of them.
What We Look for in a Contract Review
When we review a contract, we go through it systematically to identify issues that could affect you. Here are some of the key areas we examine.
Payment terms.When is payment due? What happens if the other party pays late? Are there penalties for non-payment? We make sure the financial terms are clear and that you have remedies if the other side doesn't pay.
Termination provisions.How can either party end the contract? Is there a notice period? What are the consequences of early termination? Some contracts lock you in with steep penalties for leaving early. We flag these so you know what you're committing to.
Liability and indemnification. Who is responsible if something goes wrong? Many contracts include indemnification clauses that shift liability onto you in ways you might not realize. We identify these provisions and negotiate them when possible.
Non-compete and non-solicitation clauses. These provisions restrict what you can do after the contract ends. They can affect your ability to work with other clients, hire certain employees, or start a competing business. We make sure any restrictions are reasonable and that you understand them.
Dispute resolution.If there's a disagreement, how is it resolved? Litigation? Arbitration? Mediation? And where? A contract might require you to resolve disputes in another state, which can be expensive and inconvenient. We look at these provisions carefully.
Common Contract Issues We Find
After reviewing thousands of contracts, we see the same problems come up again and again. Here are some of the most common issues.
Vague scope of work.The contract doesn't clearly define what each party is supposed to do. This leads to arguments about whether the work was completed properly and whether additional work was included in the original price.
One-sided indemnification.The contract requires you to cover the other party's losses, but they have no similar obligation to you. This is common in contracts drafted by larger companies.
Automatic renewal.The contract renews automatically unless you cancel within a narrow window. Miss that window and you're locked in for another term.
Unlimited liability.The contract doesn't cap your liability, meaning a small mistake could expose you to damages far exceeding what you were paid for the work.
Intellectual property assignments. The contract transfers ownership of your work product to the other party in ways that may be broader than you intended. This is especially common in freelance and consulting agreements.
None of these are dealbreakers on their own, but they need to be identified, understood, and addressed before you sign. That is exactly what our review process does.
Types of Contracts We Handle
We work with a range of business contracts across different industries. Some of the most common contracts we review and draft include the following.
Service agreements. Contracts between a business and its clients for the delivery of services. These need clear scope, payment terms, and liability protections.
Vendor and supplier contracts. Agreements for purchasing goods or services from another business. We make sure the terms protect you if the vendor fails to deliver or delivers substandard work.
Partnership and joint venture agreements.Contracts between business partners that define roles, responsibilities, profit sharing, and exit strategies. These are some of the most important contracts a business owner signs because they govern the most critical relationships.
Commercial leases. Lease agreements for office space, retail locations, or industrial properties. Commercial leases are significantly more complex than residential leases and often include terms that strongly favor the landlord.
Independent contractor agreements. Contracts with freelancers and contractors that define the working relationship, protect your intellectual property, and establish that the worker is not an employee (which has significant tax and liability implications).
Non-disclosure agreements. Contracts that protect confidential business information when you share it with potential partners, employees, or investors.
Our Review Process
When you bring us a contract to review, here is how the process works.
Step 1: You send us the contract. Email, upload, however is easiest for you. Let us know the context: who is the other party, what is the deal about, and are there any specific concerns you already have.
Step 2: We review it thoroughly. We read every provision, identify risks and issues, and prepare a summary of our findings. Depending on the length and complexity, this typically takes 2-5 business days.
Step 3: We walk you through our findings. We schedule a call or meeting to discuss the contract with you. We explain what each key provision means, highlight the risks, and recommend specific changes.
Step 4: We prepare redlines or revisions. If changes are needed, we draft a redlined version of the contract with our suggested edits. You can send this to the other party as a starting point for negotiation.
For contract drafting (creating a new contract from scratch), we start with a conversation about what you need the contract to accomplish, then draft it, review it with you, and revise until you're satisfied.
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Schedule a free consultation. We'll discuss your situation and explain your options in plain English.