Contract review guides
Plain-English guides to the clauses that matter in every kind of contract you might be asked to sign. From the offer letter you’re reading right now to the 47-page ISDA Master Agreement on someone else’s desk.
Everyday
- Offer letters
What to check in a job offer letter before you accept: comp, equity, vesting, non-compete, IP assignment, severance, at-will, clawbacks.
- Employment agreements
fixed term, scope, restrictive covenants, severance, IP, garden leave, indemnification.
- NDAs
definition of confidential information, term, residual rights, mutual vs.
- Freelance MSAs
scope, payment, IP ownership, work for hire, indemnification, termination, non-compete, dispute resolution.
- Apartment leases
security deposit, rent escalators, early termination, subletting, repairs, automatic renewal, eviction, joint and several liability.
- Terms of service
content license, account suspension, arbitration, class action waiver, data use, liability cap, automatic renewal.
Deal-making
- SaaS subscriptions
auto-renewal, SLA, data ownership, security, exit terms, price escalators, indemnification.
- Licensing agreements
scope, exclusivity, royalty structure, audit rights, sublicensing, term, IP indemnity, change of control.
- Equity grants
vesting, ISO vs NSO, cliff, post-termination exercise, acceleration, repurchase rights, transfer restrictions, 83(b) elections.
- SAFE notes
valuation cap, discount, MFN, post-money vs pre-money, pro rata rights, dissolution, conversion mechanics.
- Affiliate agreements
commission structure, attribution, exclusivity, termination, payment timing, IP rights, restrictions, FTC disclosure compliance.
- Partnership agreements
capital contributions, profit allocations, decision rights, deadlock, exit mechanisms, fiduciary duties, dissolution.
The infamous
- M&A purchase agreements
reps and warranties, indemnification, escrow, MAC clause, working capital, earnouts, non-compete, closing conditions.
- ISDA Master Agreements
events of default, termination events, set-off, credit support annex, threshold amounts, governing law, schedule negotiation.
- LP / LLC operating agreements
capital contributions, allocations, distributions, manager authority, drag-along, transfer restrictions, dissolution.
- Credit facilities
financial covenants, MAC clause, events of default, mandatory prepayment, security, intercreditor, restrictions.
- Bond indentures
restricted payments, debt incurrence, liens, asset sales, change of control, restricted vs unrestricted subsidiaries, covenant defeasance.
- Reinsurance treaties
quota share vs excess of loss, retention, commission, follow-the-fortunes, claims cooperation, sunset clause, ultimate net loss.