I review California contracts before you sign, redline the risks, and explain what to negotiate.

Every review hits the same nine pressure points.

I do not just glance at a contract. I read every clause with a checklist that has been refined over 15 years of California commercial practice. The standard review covers these nine pressure points, in this order:

• Indemnification scope. Who indemnifies whom, for what kinds of claims, under what triggers, and with what carve-outs. One-way indemnities favoring the counterparty are the single most common red flag I find in vendor and SaaS contracts.
• Limitation of liability and damages caps. Whether the cap is per-claim or aggregate, whether it carves out willful misconduct, gross negligence, IP infringement, indemnity, and breach of confidentiality, and whether consequential damages are excluded entirely.
• IP ownership and license grants. Whether work product is assigned, licensed, or co-owned. Whether background IP and pre-existing materials are properly carved out. Whether the work-for-hire language is correct under Cal. Labor Code 3351.5 and 17 U.S.C. 101.
• Governing law and venue. Whether the contract picks California law (favorable for most CA-based parties) or attempts to apply a forum that ousts California public-policy protections (notably the non-compete and PAGA protections).
• Termination rights. Termination for convenience, for cause, cure periods, post-termination obligations, surviving clauses, and wind-down compensation.
• Payment terms. Net days, late fees, the practical realities of Cal. Civ. Code 3287 prejudgment interest, attorney-fee shifting, and dispute-pending payment obligations.
• Automatic renewal. Whether the auto-renewal clause meets Cal. Bus. & Prof. Code 17601 et seq. and Cal. Bus. & Prof. Code 17602 disclosure requirements. Non-compliant auto-renewals are voidable in California.
• Dispute resolution. Court vs arbitration, forum, governing rules (AAA, JAMS), fee-shifting, class waiver, PAGA carve-outs, jury waivers, and the practical cost of enforcement.
• Boilerplate that matters. Notice, assignment, force majeure, severability, integration, amendment formality, and choice-of-counsel restrictions.

Each pressure point produces a GREEN, YELLOW, or RED flag in the written risk memo. GREEN means defensible. YELLOW means worth a negotiation ask. RED means do not sign without a fix.

Contracts over 25 pages, multi-document deal packages, or contracts that come back from the counterparty with substantive changes are handled hourly at $240 per hour. I quote the additional hours in writing before any extra work starts.

The four moves that get the most leverage.

I have negotiated against in-house counsel at large software vendors, biotech licensors, retail chains, and venture investors. Across that range, the same four moves produce the highest yield per minute of effort:

• Make limitation of liability mutual. Most form contracts cap the vendor's liability at fees paid in the prior 12 months and leave your liability unlimited. Mutualizing the cap and carving out indemnity, IP infringement, gross negligence, and breach of confidentiality from the cap is usually accepted. I draft both sides of the carve-out so the ask reads as standard.
• Tighten the indemnity to actual harm. One-way "you indemnify us for any claim arising out of your use of the service" language is overbroad. The accepted middle ground is third-party claims caused by your breach, your willful misconduct, or your IP infringement, with the counterparty controlling defense. Anything broader is a yellow flag.
• Lock in California law and California venue. If you are a California party, picking California law preserves Cal. Bus. & Prof. Code 16600 (non-compete bar), Cal. Lab. Code 925 (the right to choose California venue and law for California employees), and the public-policy protections that out-of-state law might erase. This is a quiet ask that opposing counsel usually accepts.
• Reset auto-renewal to opt-in. Cal. Bus. & Prof. Code 17602 requires clear and conspicuous disclosure of automatic renewal terms for consumer contracts and gives the consumer a remedy if the disclosure is non-compliant. Even in B2B contracts, the most defensible language is a renewal notice 60 to 90 days before the renewal date with an affirmative opt-in to continue.

What I do not ask for unless it matters

Negotiation capital is finite. Pushing back on every clause produces a counterparty who stops cooperating. I prioritize the changes that move money, allocate risk, or preserve California public-policy rights. Stylistic edits stay in the memo as optional asks; the redline keeps the changes that produce real consequences.

Three signals that the deal is not worth saving.

Sometimes the right advice is to walk. I will tell you that in the memo if I see any of these signals:

• Counterparty refuses to mutualize liability cap and indemnity. A counterparty who insists on unlimited downside for you and capped downside for itself is signaling that they expect to harm you and want to be insulated when they do.
• Auto-renewal with no exit window. A contract that renews indefinitely with a 30-day cancellation window that you must hit precisely is structured to trap you. If you cannot get a 60 to 90 day renewal notice in writing, the contract is a long-term option the counterparty controls.
• Jurisdiction clause that ousts California protections. A clause picking a foreign forum (Delaware, New York, Texas) combined with that state's law for a California-resident counterparty is often an attempt to escape Cal. Bus. & Prof. Code 16600 (non-compete) or Cal. Lab. Code 925 (employee venue choice). I will tell you what the workaround is and whether the counterparty is likely to accept California law.

When to negotiate instead

• The contract has 3 to 5 material issues and the counterparty is reachable.
• The economic value of the deal exceeds the cost of fighting these clauses in court.
• You have leverage: the counterparty needs the deal, has competitors you can pivot to, or has form language they routinely modify.
• The dollar value of the contract justifies the negotiation hours.

For most $5,000 to $250,000 contracts, redlining is the right move. For consumer-grade clickwrap with no negotiation pathway, the choice is sign as-is or do not engage; the redline becomes an internal record of what you accepted.

California-specific provisions that catch even sophisticated parties.

California is one of the most regulated contract jurisdictions in the United States. Several common form-contract provisions either fail or backfire under California law:

• Non-compete clauses are void. Red Cal. Bus. & Prof. Code 16600 voids contracts that restrain anyone from engaging in a lawful profession, trade, or business. AB 1076 (effective 2024) extended the bar to existing non-competes and added notice requirements. A non-compete on a California employee is unenforceable; an out-of-state choice-of-law clause attempting to import a non-compete is usually voided under Cal. Lab. Code 925 if the employee primarily resides and works in California.
• Class action waivers and PAGA carve-outs. Yellow Iskanian v. CLS Transportation Los Angeles, LLC (2014) 59 Cal.4th 348 held that pre-dispute PAGA waivers are unenforceable. Viking River Cruises (2022) and Adolph v. Uber (2023) refined the doctrine: individual PAGA claims can be compelled to arbitration, but the representative non-individual claims remain in court. AB 51 (2020) restricted mandatory employment arbitration but was largely preempted by the Federal Arbitration Act under Chamber of Commerce v. Bonta (9th Cir. 2023). The current state of California arbitration law requires careful drafting.
• Jury waivers in California state court. Red Grafton Partners v. Superior Court (2005) 36 Cal.4th 944 held that pre-dispute contractual jury waivers are unenforceable in California state court. The workaround is arbitration (which itself has no jury) or judicial reference under Cal. Code Civ. Proc. 638. A bare jury waiver in a California contract does not work if the case is filed in California Superior Court.
• Automatic renewal under Bus. & Prof. Code 17601-17604. Red Auto-renewal clauses for consumer contracts must comply with strict disclosure requirements: clear and conspicuous offer terms, affirmative consent, acknowledgment of recurring charge, a cancellation method. SB 313 (2024) and AB 2863 (2024) tightened the law further. Non-compliance makes the renewal void and exposes the seller to consumer-protection liability.
• Attorney-fee provisions. Yellow Cal. Civ. Code 1717 makes one-sided attorney-fee clauses reciprocal in California, even if the contract says only one party recovers fees. This is generally protective of the weaker party. A "prevailing party" clause is enforceable; a one-way clause is automatically mutualized by statute.
• Choice of law and forum. Yellow Cal. Civ. Code 1646.5 permits a choice-of-law clause for contracts of $250,000 or more, but California courts will not enforce a foreign-law clause that violates a fundamental California public policy (non-compete bar, PAGA, wage-and-hour protections, consumer protections). For California-resident counterparties, foreign-law clauses are frequently set aside.
• Release of all claims under Cal. Civ. Code 1542. Red A general release of "all known and unknown claims" must explicitly waive Cal. Civ. Code 1542 protection. The statutory language must be quoted or specifically referenced. Without the 1542 waiver, the release does not bar unknown claims that the releasing party did not know at the time of signing. This trap appears in settlement agreements, severance agreements, and asset-purchase indemnity releases.
• IP work-for-hire vs assignment. Yellow Cal. Lab. Code 3351.5 deems certain work-for-hire authors to be employees for workers'-compensation purposes. The federal definition under 17 U.S.C. 101 limits the kinds of work that can qualify as work-for-hire (specially commissioned categories plus employee-prepared works). For most independent-contractor situations, the safer approach is a present assignment ("hereby assigns") rather than a work-for-hire clause, plus a backup license.

Form contracts pulled off the internet rarely account for these California-specific provisions. The risk memo notes which traps apply to your particular contract and which clauses need a California-specific edit.