Information to share first when asking an external lawyer to review a contract

Hello, this is Legal Agent.

Companies often send an external lawyer only the contract itself. A review is possible on that basis, but the document alone rarely captures what matters: the business behind the deal, its importance, and the risk the company can accept.

Purpose, counterparty and negotiating room

Explain what the contract is for, since a new customer agreement, a renewal, a vendor development contract and a pre-fundraising key contract call for different points of focus even under the same contract type. Share whether the counterparty rarely accepts changes and how strong your bargaining position is, so counsel knows whether to push hard or flag only material risk.

Deadline and your own concerns

Share the deadline and why it falls where it does, so counsel can prioritise material risks when time is short. Flag concerns already raised internally, such as unlimited damages, unclear IP ownership, uncertain handling of personal data, or a clause the counterparty has already refused to change.

A short checklist for briefing outside counsel

• contract type and purpose of the deal
• counterparty relationship and room to negotiate
• preferred signing date and the reason for it
• contract value and importance of the deal
• clauses you particularly want reviewed
• points already raised internally
• preferred output: comments for the counterparty, or an internal risk explanation

LegalAgent treats contract review as a judgment close to the business itself, not abstract clause-checking, so sharing what the company wants to achieve matters as much as sharing the document.