You
What's the difference between contract review and contract drafting?
S
Contract review takes an existing draft (usually the other side's) and analyzes it from your perspective: where are the risks, what's missing, what California law affects each provision, and what you should push back on. Contract drafting starts from a blank page and produces a contract for your side. Most B2B clients come to me with a contract the counterparty sent, so review is the more common engagement. Drafting from scratch is scoped separately because the time investment is higher.
S
Every provision gets a tag: high risk (deal-breaker level concern, recommend revision), medium risk (suboptimal, worth pushing back), low risk (acceptable, note for awareness), or clean (no concern). The methodology is based on what California law actually does to each clause, plus how the clause functions in practice. High-risk flags get the deepest analysis and the strongest recommended revisions. Low-risk flags get noted so you know they exist but aren't worth negotiation capital. The risk-score view is what makes the review actionable: you know which fights to pick before responding to the counterparty.
You
What California-specific clauses get the most flags?
S
Top of the list: (1) liability waivers that purport to waive gross negligence or fraud (Civ. Code § 1668 voids these), (2) non-compete or employee restrictive covenants (Bus. & Prof. Code § 16600 voids most non-competes in California), (3) consumer arbitration clauses that violate § 1281.97 fee-payment timing rules, (4) choice-of-law provisions that try to escape California-protective statutes, (5) attorney-fee provisions (Civ. Code § 1717 makes them reciprocal regardless of original direction), (6) indemnification structures that violate § 2782 (anti-indemnity for construction) or § 1717's reciprocity, (7) liquidated-damages clauses that operate as penalties under § 1671. The review identifies and explains each.
You
How long does a review take?
S
Three to seven business days for most contracts, depending on length and complexity. A standard 15-25 page SaaS MSA: 3-5 business days. A 60-page enterprise software license with multiple exhibits and an SLA: 5-7 business days. Rush turnaround (24-48 hours) is available with a 25% premium when the deal timeline requires it. The clock starts when I have the contract and your written intake explaining your role (buyer, seller, party A) and your priorities (cost, speed, IP protection, etc.).
You
Do you review contracts where I'm the seller / SaaS provider?
S
Yes, half the work is on the seller side. Sellers send me their own template MSA, TOS, or DPA and ask whether it covers them adequately, whether it will pass enterprise procurement review, and which clauses are the highest risk. The review applies the same risk-scoring methodology with a seller's-side perspective: what are you actually agreeing to, what are you exposed to, where can you push back without breaking the deal. This is also a common starting point for the full SaaS Legal Package, which is the next-step engagement when seller-side review uncovers structural gaps.
You
What's the difference between $349 and $599?
S
$349 is the read-and-flag review: I read the contract carefully, score every material provision, write a memo identifying the risks and the California-specific issues, and recommend revisions in writing. You then take that memo and write the redline yourself or send it to the counterparty as commentary. $599+ adds the redline: I deliver a tracked-changes Word document with my recommended revisions in the contract itself, plus comment-by-comment commentary explaining each change, plus the cover memo. The $599 version is what you send back to the counterparty as your negotiation position.
You
Can you review contracts in industries you don't usually handle?
S
Yes, with disclosure of any specialized-knowledge limitations. My deepest experience is SaaS, B2B services, technology licensing, healthcare-adjacent (BAAs, CMIA), influencer and content-licensing, and freelance/consulting agreements. Heavy-construction, FDA-regulated medical devices, energy and utilities, securities offerings, and defense contracting are areas where I'll flag specialized-counsel issues and recommend supplemental review by an industry specialist if the contract triggers them. The risk-scoring methodology still applies; the industry overlay is what's added.
You
What if the counterparty refuses my redline?
S
That's the negotiation. The review tells you which clauses are worth fighting on (high-risk under California law, structural impact on the deal) and which are not (low-risk, cosmetic, or trivial). A counterparty who refuses every redline is sending a signal about the relationship; the review helps you understand whether their refusals are reasonable or whether they're trying to push terms past you. If you want me to handle the negotiation rounds themselves (back-and-forth with the counterparty's counsel), that's available as a separate hourly engagement on top of the flat-fee review.
You
Do you offer ongoing review for in-house teams?
S
Yes, for companies that don't have in-house counsel but have a regular flow of contracts (one or two a month). The structure is a small monthly retainer plus a discounted per-contract rate, scoped to the actual volume. This is a common arrangement for early-stage SaaS companies, agencies, and consulting firms whose deal volume doesn't justify a full-time GC but needs an attorney touch on each new contract. Email me to scope an arrangement.
You
What documents do you not review?
S
I don't review documents requiring specialized professional licenses outside my admission (real estate purchase agreements for non-California property, specific financial instruments requiring securities-broker review, immigration filings). I also flag and refer out tax-shelter structures, criminal-defense plea agreements, and any document that triggers a conflict with my existing client relationships. The intake includes a conflict check before I quote, so anything outside scope is identified up front.
You
How do you handle confidential contracts?
S
Attorney-client privilege applies as soon as I have the engagement letter signed. I sign mutual NDAs on request before the engagement letter. Most reviews don't require a separate NDA because the engagement itself triggers privilege, but enterprise clients with stringent confidentiality requirements get one. The contract goes to me, the analysis goes back to you, and nothing else gets disclosed. I do not use client contracts as training data for any AI system; my drafting and review work is attorney-supervised end-to-end.