Attorney Contract Review & Redlining
B2B Contract Redlining for Consulting & Tech Services Companies
You create the first draft. I redline it: tracked changes, written memo, up to three revision rounds, handed back in two business days. $575 flat fee per agreement. MSAs, SOWs, ICAs, NDAs, partnership agreements, amendments, and more.
🤖 AI Legal Analyst
Upload your contract or ask a question, get a preliminary read instantly
Upload a PDF or Word file and ask the AI to flag risks, check clause balance, or scope a redline. AI-generated preliminary analysis, not attorney work product. Paid redline engagements are separate.
Upload your contract, then tap a question
General questions, no upload needed
$750 flat fee, two business days
One agreement, tracked-changes redline, written memo explaining every change, up to three revision rounds by email. No retainer. No minimum commitment. Send the next contract when you need it. Complex or multi-document work is a $1,200 flat fee.
Pay $750 and start Prefer to send your documents first? Email meMSA
Master Services Agreement
The umbrella agreement governing all work. I focus on IP ownership, liability cap and carve-outs, indemnification scope, payment and suspension rights, termination, and dispute resolution.
SOW
Statement of Work
Scope definition, milestones and acceptance criteria, background IP carve-back, deliverable ownership, change-order mechanics, and payment tied to acceptance, not just delivery.
ICA
Independent Contractor Agreement
IP assignment, misclassification risk indicators, non-compete enforceability (California voids most), confidentiality, work-for-hire limitations, and tool/pre-existing work carve-outs.
NDA
Non-Disclosure Agreement
Mutual vs. one-way structure, definition of confidential information, residuals clauses, return-or-destroy obligations, injunctive relief rights, and term of the confidentiality obligation.
Partnership
Partnership & Referral Agreements
Revenue-share precision, exclusivity scope, IP and lead ownership, termination and tail provisions, non-solicitation, and dispute mechanics between co-selling parties.
Amendment
Contract Amendments
Whether the amendment is internally consistent with the base agreement, what new risk it introduces, ambiguity in change language, and whether it supersedes or supplements existing terms.
SaaS / Tech
SaaS & Technology Agreements
Uptime SLA, data ownership and portability, security and breach notification, AI output disclaimers, training data restrictions, vendor lock-in, and auto-renewal mechanics.
AI Vendor
AI Vendor Contracts
Model output accuracy disclaimers, data retention and training restrictions, human-in-the-loop requirements, audit rights, liability for AI errors, and regulatory compliance representations.
A redline from me is not a markup of every sentence. It is a focused set of changes on the clauses that actually create exposure, with a memo explaining what changed and why. The standard problem areas:
| Contract | Highest-risk clause | Risk level | What goes wrong |
|---|---|---|---|
| MSA | IP ownership + indemnification combo | High | Client owns your pre-existing tools; you indemnify them for things you don't control |
| SOW | Acceptance criteria undefined | High | Client rejects deliverables arbitrarily; payment withheld indefinitely |
| ICA | Broad "work made for hire" + no tool carve-out | High | Client claims ownership of framework code you use across clients |
| NDA | Residuals clause + broad CI definition | Medium | Other party keeps and uses your product ideas under "residuals" carve-out |
| Partnership | Exclusivity scope + revenue-share on modifications | Medium | Locked into one partner; revenue share applies to work you do independently |
| Referral | Tail period + "introduced" definition | Medium | Owe referral fee years after relationship ends; disagreement over who "introduced" the client |
| Amendment | Supersession language | Low-Med | Amendment silently overrides a favorable base clause you thought was locked |
| SaaS | Training data + data portability | High | Vendor trains AI models on your data; you can't export when you leave |
Most common
$575 / document
Flat fee
- Attorney redline with tracked changes
- Written memo explaining each change
- Up to 3 email revision rounds
- Two business day turnaround
- MSA, SOW, ICA, NDA, partnership, referral, amendment
Complex or multi-document
$1,200 / matter
Flat fee
- Long or heavily negotiated MSAs with exhibits
- SaaS, DPA, and AI-vendor agreements
- Multi-document sets read against each other
- Written memo and up to 3 revision rounds
Ongoing support
$575 / document
As-needed, per contract
- Same scope as the flat fee package
- No retainer or monthly minimum
- Send contracts as they come in
- Consistent attorney familiar with your agreements
Hourly overflow
$300 / hr
Complex or lengthy agreements
- Unusually long or complex documents
- Multi-round negotiation support
- Disclosed before any overflow begins
- Written Attorney Consultation also available at $240
This service is designed for companies that already create their own contract first drafts and need attorney redline support on a per-document basis: not a general counsel retainer, not a full outside firm, not a one-time project.
Best fit:
- Management and IT consulting firms sending MSAs and SOWs to enterprise clients
- Software development and agency shops whose clients send their own paper
- SaaS and technology services companies negotiating vendor and customer agreements
- AI product companies negotiating data processing, API, and vendor contracts
- Independent consultants and small firms needing ongoing redline support without retainer overhead
- Companies that draft referral and partnership agreements and want a second set of eyes before signing
Step 1. Pay the $575 flat fee and email the agreement (Word format preferred) to owner@terms.law with a one-paragraph summary of the deal and your main concerns.
Step 2. Within 24 hours of receipt: I confirm the document, flag any scope question (e.g., is this agreement unusually long?), and give you a quick read on the biggest issues. No surprises.
Step 3. Within two business days: you receive the tracked-changes redline in Word format plus a short written memo, one paragraph per changed section explaining what I changed and why.
Step 4. Up to three rounds of revisions by email. You send me the other side's response or your questions; I update the redline or answer in writing. Most matters close in one or two rounds.
How long does redlining take?
Two business days from receipt of the agreement and payment. For most MSAs, SOWs, ICAs, and NDAs, the redline and memo are back in your inbox within two business days.
What format do you need?
Word (.docx) is preferred because tracked changes read cleanly. PDF works for the initial read; I will ask you to confirm that a Word export is acceptable before I deliver the redline.
What does "up to three revision rounds" mean?
After the initial redline, you can send me the other side's response, counter-redline, or your own questions up to three times. Each round I update the redline or answer in writing. If the negotiation goes past three rounds, additional rounds are billed at $300 per hour, disclosed before it starts.
What if the agreement is unusually long or complex?
I will tell you within 24 hours if the document is out of scope for the flat fee, for example a 60-page MSA with 12 exhibits. In that case I will quote the $1,200 complex tier or an hourly estimate before proceeding. No surprise bills.
My client sent their MSA template. Can you redline their paper?
Yes. Whether you own the first draft or the other side sent their template, I redline from your perspective as the service provider or consultant.
What is the biggest risk in an ICA for a California-based company?
IP ownership and misclassification. California voids most non-competes. The IP risk is a broad "work made for hire" clause with no carve-out for your pre-existing tools, which can sweep your reusable code into client ownership. The misclassification risk matters if you use the ICA to engage workers as contractors without meeting the ABC test.
We negotiate NDAs constantly. Is there a faster option?
For a clean, short mutual NDA, two business days is already fast. If you have a standard form you want me to review once and annotate so your team can self-negotiate going forward, that is a single $575 engagement for the template review and a short negotiation guide.
Can you review AI vendor contracts and data processing agreements?
Yes. AI vendor contracts and DPAs are a growing part of the practice. Key issues: training data restrictions, model output accuracy disclaimers, data portability, and liability for AI errors.
How does ongoing as-needed support work?
No retainer. You send an agreement when you need it, pay $750, and receive the redline within two business days. There is no minimum volume or commitment. Some clients send one agreement a month; others send three in one week and nothing for two months.
Will you remember our prior agreements?
I keep notes on recurring clients. After a few engagements I am familiar with your standard MSA and the sticking points with your typical counterparties, which makes each redline more targeted over time.
Is there a discount for volume?
The flat fee is $575 per document regardless of volume. What you gain with volume is consistency and familiarity with your agreements, not a discounted rate. If your volume is high enough that a monthly retainer makes more sense than per-document billing, email me and we can scope that separately.
Ready to send your first contract?
Pay the $750 flat fee and email the agreement to owner@terms.law. Tracked-changes redline and memo in two business days. Complex or multi-document agreements are a $1,200 flat fee.
Pay $750 and start Prefer to send your documents first? Email meTry a live AI governance workroom
If your redline covers an AI vendor contract, with training-data and output clauses, this shows how I mark up those boundaries live. Flip a tool's account type or training posture in the AI vendor matrix and watch its rating react in real time, work the confidentiality and citation-verification checklists, sort the risk register, and click any clause of the locked AI Use Policy to comment or suggest an edit in track changes.
Open the live demo workroom How I build these for firmsRelated resources
This page provides general legal information, not legal advice. No attorney-client relationship is formed until a signed engagement letter is executed. Conflict check required before review. Sergei Tokmakov, Esq., California State Bar No. 279869. Verify license.
See how I review and mark up a contract
I deliver your contracts as editable Word files in an organized Google Drive folder you keep, with a summary memo on top, not a scattered email thread of attachments. Below is a sample of the interactive tool I use behind the scenes to mark up and explain contracts: edit a field and the agreement redrafts itself in a live preview, with only the changed words highlighted, and a built-in risk panel flags terms like uncapped liability. This is a working sample built around a made-up company, not the format your documents arrive in.
Open the live demo →Try the live demo right here, no new tab
Pick a document tab (NDA, MSA, or SOW), edit a field, and watch the live preview on the right. Try setting the MSA liability cap to "uncapped" to see the risk panel react. Sample only, made-up company, not legal advice.