Contract Review Workflow

# Contract Review Workflow

## Purpose
Apply to all incoming and outgoing contracts to reduce legal risk, maintain consistency, and speed up execution.

## When to Use
A workflow for reviewing, redlining, and approving contracts with defined review stages, stakeholder sign-offs, and version control.

## Instructions
1. Review the template below and familiarise yourself with the structure
2. Replace all [bracketed placeholders] with your business details
3. Customise the tone and formatting to match your brand
4. Save in your preferred tool (PandaDoc or DocuSign)

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## Contract Review Workflow

### Trigger
New contract to be reviewed (incoming from a client/vendor) or new contract to be drafted and sent (outgoing).

### Steps

**Step 1: Log the Contract** (Owner: Requesting Team Member) - Within 4 hours of receipt or request
Log the contract in the Contract Register (Notion or Airtable) with: contract type, parties involved, estimated value, key dates, and purpose. Upload the document to PandaDoc. Assign the review priority (Urgent, Standard, Low).
- Tool: PandaDoc + Notion
- Output: Contract logged and uploaded for review

**Step 2: Initial Review** (Owner: Contract Owner - typically Account Manager or Project Lead) - Within 2 business days
Read the full contract. Flag any clauses that differ from your standard terms, present risk, or require clarification. Focus on: scope, pricing, payment terms, liability, termination, IP ownership, and confidentiality. Add comments in PandaDoc.
- Tool: PandaDoc
- Output: Initial review completed with flagged items

**Step 3: Financial Review** (Owner: Finance Manager) - Within 2 business days
Review the financial terms: pricing accuracy, payment schedule, late payment penalties, GST treatment, and any performance-based payments. Confirm the contract value aligns with approved budgets or proposals.
- Tool: PandaDoc + Xero (for verification)
- Output: Financial review completed

> Decision Point: If the contract is based on your standard template with no material changes, proceed to Step 5 (Approval). If it contains non-standard terms, high value (over $20,000), or significant risk, proceed to Step 4 (Legal Review).

**Step 4: Legal Review** (Owner: External Solicitor or Internal Legal) - Within 5 business days
Send the contract with flagged items to legal counsel for review. Request specific advice on liability exposure, indemnities, and any unusual clauses. Receive redlined version with recommended changes.
- Tool: Email + PandaDoc
- Output: Legal review completed, recommendations received

**Step 5: Negotiate Changes** (Owner: Contract Owner) - Within 3 business days
If changes are needed, prepare a redlined version incorporating all review feedback. Send to the other party with a clear explanation of requested changes. Track negotiation rounds in PandaDoc version history.
- Tool: PandaDoc + Email
- Output: Negotiated version agreed by both parties

**Step 6: Final Internal Approval** (Owner: Director or Authorised Signatory) - Within 2 business days
Present the final version for sign-off. Include: summary of key terms, any deviations from standard terms, financial impact, and risk assessment. Obtain approval via Slack or formal sign-off.
- Tool: Slack + PandaDoc
- Output: Internal approval obtained

**Step 7: Execute the Contract** (Owner: Contract Owner) - Within 1 business day
Send the approved contract for signature via DocuSign or PandaDoc. Set up signing order if multiple signatories are required. Monitor for completion and follow up on outstanding signatures.
- Tool: DocuSign or PandaDoc
- Output: Contract fully executed by all parties

**Step 8: Distribute and File** (Owner: Operations/Admin) - Within 1 business day of execution
Distribute the executed contract to all relevant team members. File the signed copy in the client/vendor folder. Update the Contract Register with execution date, expiry date, and any key review dates.
- Tool: Notion + shared drive
- Output: Contract filed, register updated, team notified

**Step 9: Set Renewal Reminders** (Owner: Operations/Admin) - At filing
Create calendar reminders for key contract dates: renewal deadline (90 days before expiry), review date (60 days before expiry), and any milestone dates. Add these to Asana for tracking.
- Tool: Calendar + Asana
- Output: Renewal and review reminders set

### Completion Criteria
- [ ] Contract logged in the register with full details
- [ ] Financial and legal reviews completed (as required)
- [ ] All requested changes negotiated and agreed
- [ ] Internal approval obtained from authorised signatory
- [ ] Contract fully executed and filed
- [ ] Key dates and renewal reminders set

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**Complexity:** intermediate | **Setup time:** 15 minutes | **Tools:** PandaDoc, DocuSign, Slack