Before sending a contract to a lawyer, explain the decision you need
By Anirudh Menon, Viaclause editor
Give counsel the business decision, supporting documents and missing commitments, using a practical intake brief.
AI-generated editorial illustration. People depicted are fictional.
General information for US business buyers. The applicable agreement and law require separate review.
You have a vendor contract, a launch date and a request from procurement to get legal approval. Sending the PDF is a start. The lawyer also needs to know what the business is buying, which promises it depends on and what decision is due.
A useful opening sentence is specific: “We need to decide whether to sign this agreement by Friday, because the service must handle customer orders on November 1.” Add the consequence of a delay or failure. That tells counsel where to focus the first conversation.
The packet below is a proposed preparation method. It is not a substitute for the lawyer deciding what information and review the matter needs.
Write a one-page decision brief
Keep the brief short enough to read before opening the attachments. Include the buying entity, the vendor's legal name and the people authorized to approve the deal. Then explain the business facts.
Cover these business facts:
- Service and users: what the service must do and who will use it.
- Data: what information the vendor will receive.
- Commitment: the amount, term and work that depends on the service.
- Fallback: what the business can do if the service is late or unsuitable.
Mark estimates as estimates.
State the decision you need. It might be permission to sign, a proposed set of changes, advice on a disputed renewal or help negotiating an exit. These assignments can involve different documents and work.
Finish with the deadline and its source. Distinguish the vendor's pricing expiry from your operational deadline. If you do not know which is flexible, say so.
Supply the agreement's connected documents
Gather the order, main agreement, amendments, relevant product terms, data-processing terms and any statement of work. Include negotiation correspondence that records promises on which the buying decision depends. Ask the lawyer how to transfer confidential material securely.
A vendor's contract can expressly include multiple documents. HubSpot, for example, lists general terms, product terms, a data-processing agreement, an acceptable-use policy and the order form as components of its customer terms. HubSpot Customer Terms.
For each supplied file, note where it came from, its date or version, and whether it is signed, proposed or an online copy. Keep the original filenames and documents intact. Flag a linked document you could not retrieve rather than silently leaving it out.
This lets counsel see which materials are available and ask for the rest. It does not establish which version legally governs; that may itself be a review question.
Turn promises into review questions
Suppose a vendor proposes a $36,000 annual subscription. Your company intends to use it for customer onboarding from November 1. During a demonstration, a salesperson says setup will take two weeks. The draft order says onboarding will follow a separate statement of work, which you have not received.
This is a hypothetical example. The useful instruction to counsel is:
Our launch depends on setup being complete by November 1. The two-week estimate appears in the attached sales email. We have no statement of work. Please assess what the proposed documents commit the vendor to deliver, what remains missing, and what changes would address the launch dependency.
That question identifies a business consequence, its supporting evidence and a gap counsel can investigate. It avoids asking the lawyer to infer your launch plan from a general service description.
Use the same structure for other dependencies. If the software must export records into your accounting system, describe the records and format your finance team needs. If an outage would stop customer orders, describe the process and the available workaround. Let counsel assess how those facts affect the review.
Agree on the work and the deliverable
Ask what the initial review will cover and what you will receive: a call, written advice, a marked-up contract or direct negotiation with the vendor. Ask whether specialist privacy, tax or other work is needed, and who will handle it. Confirm how follow-up questions and further negotiation rounds affect the fee.
Use the contract redlining guide to agree how proposed changes and unresolved questions will be returned.
Use the lawyer review quote comparison to request the same scope and deliverable from each firm.
The ABA's Model Rule 1.2(c) permits a reasonable limit on representation with informed client consent. It is a model standard; the lawyer must consider the rules applicable to the engagement. You cannot assume that every matter is suitable for a narrow review. ABA Model Rule 1.2.
For the commercial discussion, ask for a written explanation of scope, fees, expenses and approval for additional work. ABA Model Rule 1.5(b) addresses communication of scope and the basis or rate of fees and expenses, preferably in writing, subject to its stated exception. Local requirements may differ. ABA Model Rule 1.5.
No preparation packet guarantees a lower bill. It gives you and counsel a clearer basis for discussing the assignment and the questions that remain.
Copy this intake note
- Decision needed: [sign, request changes, dispute, renew or exit].
- Deadline and reason: [date, source and business consequence].
- Deal: [legal entities, service, total commitment and term].
- Operational dependency: [what must work, by when, for whom].
- Evidence: [document, email or test record supporting each material fact].
- Missing or conflicting material: [specific files or statements].
- Desired work: [questions for counsel and preferred deliverable].
- Contact and authority: [business owner, approver and person handling vendor communication].
AI can help organize authorized documents into this note. Require a source reference for each extracted fact, and label anything unsupported. Keep your own explanation of the business objective: the documents may never state it.
Send the brief through the lawyer's agreed intake process. If time is short, identify the approaching deadline immediately and send the available documents with a list of missing items. Ask counsel to confirm the engagement, the next step and what they need from you before work proceeds.
Sources
- HubSpot Customer Terms of Service
HubSpot, 2026-09-16. Check the applicable account documents; these are public vendor terms. - Model Rule 1.2: Scope of Representation
American Bar Association. Section (c); model guidance, subject to applicable jurisdictional rules. - Model Rule 1.5: Fees
American Bar Association, 2020-04-14. Section (b); scope and fee communication, with its stated exception.
Sources checked September 26, 2026.