Contract Review Lawyer

Fast attorney contract review with redlines, issue spotting, and negotiation notes. SaaS, MSA/SOW, NDAs, licensing, and vendor contracts.

Sergei Tokmakov, Esq. | California Bar #279869

Sergei Tokmakov, Esq., California attorney
🤖 AI Legal Analyst

Ask my AI Legal Analyst about this service

Scopes your contract and recommends the right fit: the $240 Written Attorney Consultation for issue-spotting, or the $575 Create or Redline Contract for a full markup with three rounds of revisions. A written attorney review of your documents is the $240 consultation, not this chat. AI-generated legal information, not legal advice.

Pricing & scope free · instant · no email

The $575 Create or Redline Contract covers attorney drafting or redline of one business contract, with up to three rounds of email revisions. You get the marked-up draft (or a clean first draft if I am creating one), plus brief written comments explaining the key issues and suggested changes. Unusually long, highly complex, or heavily negotiated work, or multiple separate agreements, runs at $240 per hour overflow.

Request the $575 redline

Pick the $240 Written Attorney Consultation when you want the main risks and leverage flagged, not a full markup. You submit your question, a short factual summary, and the key documents (up to 30 pages); you receive a written attorney response identifying the main legal issues, risks, leverage points, and practical next steps, with a two business-day turnaround. It is not a full redline, draft, or comprehensive document review unless separately agreed.

Request the $240 consult

The $240 Written Attorney Consultation is issue-spotting: a written read on the main risks and leverage, no clause-by-clause markup. The $575 Create or Redline Contract is the full job: an attorney redline (or a clean draft), brief written comments, and up to three rounds of email revisions. If you only need to know where the landmines are, start with the $240 consult; if you need the contract actually fixed or drafted, choose the $575 package.

Yes. The $400 1-Hour Attorney Strategy Session is a one-hour Zoom with screen share and a preliminary review of the key documents you send beforehand. It suits walking through deal terms, negotiation posture, or which clauses to push on. It does not include drafting or redlining unless separately agreed; the full markup is the $575 Create or Redline Contract.

Book the $400 Zoom session

Most business contracts: SaaS and software terms, MSAs and SOWs, NDAs, licensing agreements, vendor and service-provider contracts, independent contractor and consulting agreements, amendments, settlement and separation agreements, and similar. Send the contract itself, any prior redlines or versions, the other side's last position, and the deal term sheet if you have one. You can upload them in the chat or email them.

Standard turnaround is usually 3 to 5 business days after I receive the documents I need. A 24 to 48 hour rush may be available for an added fee if my schedule allows, so tell me your signing deadline up front. Unusually long, highly complex, or heavily negotiated contracts, or several separate agreements, can take longer and run at $240 per hour overflow on the flat package. Timing depends on the contract and your facts.

Yes. The $575 Create or Redline Contract covers either side of the job: I can build a practical first draft from your instructions and the deal terms, or redline a draft the other side sent. Either way you get the document plus brief written comments on the key issues, and up to three rounds of email revisions. If you already have a draft and only want the main risks and leverage flagged rather than a full markup, the $240 Written Attorney Consultation is the lighter option.

Request the $575 draft or redline

I cannot promise any contract will be enforced a particular way: that depends on the final signed terms, the governing law and venue, and the specific facts of any future dispute. What I can do is flag the clauses that most often cause problems, such as one-sided indemnity, uncapped liability, vague IP ownership, auto-renewal traps, and dispute-resolution and fee-shifting terms, and suggest fallback language that better protects your position. The goal is to reduce risk and improve your leverage, not to guarantee an outcome. This depends on your specific facts.

Ask the AI about your contract

Who this is for

Common situations where a fast attorney read on the contract pays for itself. Tap a card for how I usually approach it. These are general examples, not legal advice for your specific deal.

The vendor sent their paper

A SaaS provider, agency, or supplier handed you their standard form and wants it signed this week.

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How I approach it

Vendor forms are written for the vendor. I redline the terms that quietly shift risk to you: auto-renewal and price-increase clauses, one-sided indemnity, uncapped liability, broad IP or data-use grants, and termination that only works one way. You get fallback language you can actually send back.

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Closing an enterprise deal

You are the one selling, and a customer's legal team marked up your MSA or order form.

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How I approach it

I help you tell which of their edits are market and which are worth pushing back on, so you protect your liability cap, IP, payment terms, and the right to use the work, without blowing up the deal. You get notes on what to concede and what to hold.

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You need it drafted

No contract yet. You need a clean, practical NDA, services agreement, or consulting agreement built from your terms.

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How I approach it

The $575 package covers drafting, not just redlining. I build a first draft from your deal terms and instructions, explain the key choices in brief written comments, and refine it over up to three rounds of email revisions. Practical and usable, not a 40-page template you cannot read.

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Contractor or consultant terms

You are hiring an independent contractor, or you are the one being hired, and want IP and scope nailed down.

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How I approach it

The usual landmines are who owns the work product, how and when you can terminate, payment and late-fee terms, confidentiality, and non-compete or non-solicit language that can be a problem depending on your facts and jurisdiction. I flag those and suggest cleaner wording for your side.

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Contract Review Pricing

Two ways to work together: a written read on the risks, or the contract actually drafted or fixed. No per-page tiers, no surprise add-ons.

Written Attorney Consultation

$240 flat fee
  • Issue-spotting, not a full markup
  • Main risks, leverage, and next steps
  • Written attorney response
  • Key documents up to 30 pages
Request the consult

Talk It Through Live

$400 1-hour Zoom
  • One-hour Zoom with screen share
  • Preliminary review of key documents sent ahead
  • Deal terms, posture, which clauses to push
  • Drafting or redline is the $575 package
Book the Zoom session

Standard turnaround is usually 3 to 5 business days after I receive your documents. Unusually long, highly complex, or heavily negotiated work, or multiple separate agreements, runs at $240 per hour overflow on the flat package.

What You Get

The deliverables on the $575 Create or Redline Contract. Tap a card for what each one actually looks like.

Redlined markup

Track-changes style edits highlighting the problematic language.

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Redlined markup

You get the contract back with my edits shown in track changes, or a clean first draft if I am the one creating it. The changes target the clauses that actually shift risk, not cosmetic wording, so you can see exactly what I changed and why.

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Fallback language

Alternative wording you can propose to the other side.

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Fallback language

For the terms worth negotiating, I give you ready-to-send alternative wording and, where it helps, a softer fallback if they will not accept the first position. You are not left guessing how to ask for the change.

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Risk comments

Plain-English notes on the key issues and their practical impact.

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Risk comments

Brief written comments explain the key issues in plain English: what the clause does, why it matters to your side, and how much it could cost you in practice. No dense legalese, just what you need to decide.

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Negotiation notes

Which points are worth pushing on versus accepting.

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Negotiation notes

I tell you what is market for your type of deal and where you have real leverage, so you spend your goodwill on the terms that matter and concede the ones that do not. Up to three rounds of email revisions are included.

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Contracts I Review Most

If you have a business contract, I can likely help. Tap a card for the kinds of deals it covers.

SaaS agreements

Software licensing, subscriptions, enterprise deals.

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SaaS agreements

Subscription and software terms on either side: order forms, service levels, data and security terms, usage limits, auto-renewal and price escalators, and the liability cap. Whether you are buying or selling, I flag the terms that bite later.

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MSA / SOW

Master service agreements and statements of work.

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MSA / SOW

The framework agreement plus the work orders under it. I check that scope, payment, IP ownership, acceptance, and termination line up between the MSA and each SOW, so a generous master agreement is not undercut by the order form.

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NDAs

Mutual and one-way non-disclosure agreements.

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NDAs

I check the definition of confidential information, the term, permitted uses, residual-knowledge clauses, and whether a one-way NDA should really be mutual. Common where the form quietly favors whoever sent it.

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Licensing

IP, software, content, and trademark licenses.

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Licensing

Scope of the license grant, exclusivity, territory and field of use, royalties, sublicensing, and what happens on termination. I make sure the grant matches the deal you think you are doing.

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Vendor contracts

Service provider and supplier agreements.

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Vendor contracts

Supplier and service-provider paper, which is usually drafted for the vendor. I rebalance indemnity, liability, warranties, termination, and renewal so the agreement is not one-sided against you.

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Employment agreements

Offer letters, non-competes, severance, contractor terms.

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Employment agreements

Offer letters, independent-contractor and consulting agreements, severance and separation terms. Note that non-compete and non-solicit enforceability depends heavily on your facts and jurisdiction, so I flag those rather than promise an outcome.

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The Issues I Flag

The clauses that most often cause expensive surprises. Tap a card for what I look for and why it matters.

IP ownership

Who owns the work product, and is it actually clear?

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IP ownership

Vague or default IP terms are a common trap. I make sure ownership of deliverables, background IP, and any license-back is spelled out so you are not surprised later about who owns what you paid to create.

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Indemnity

Are you taking on disproportionate risk for the other side?

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Indemnity

One-sided indemnity can make you cover losses you did not cause. I check whether it is mutual, what it actually covers, and whether it is tied to a liability cap, and suggest fallback language to bring it back into balance.

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Limitation of liability

Are the caps reasonable, and do they protect your side?

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Limitation of liability

The cap is often the most important number in the contract. I look at how it is set, what is carved out of it, and whether it is mutual, because a cap that only protects the other party is a problem worth raising.

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Termination

Can you exit without penalty if the deal goes wrong?

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Termination

I check whether you can terminate for convenience or only for cause, the notice and cure periods, and what happens to fees, data, and licenses on exit, so you are not locked in with no clean way out.

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Dispute resolution

Arbitration, venue, governing law, and attorney's fees.

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Dispute resolution

Where and how you would have to fight a dispute can matter as much as the substance. I flag arbitration clauses, venue and governing-law choices, and fee-shifting terms, including one-sided fee provisions that may be worth challenging or rebalancing.

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Auto-renewal

Hidden renewal and price-increase clauses that lock you in.

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Auto-renewal

Auto-renewal with a short cancellation window and a built-in price escalator is an easy way to get stuck for another term at a higher rate. I surface these and suggest notice terms that give you a real chance to opt out.

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Before You Sign, Get Redlines

I'll mark up your contract, explain the risk, and give you fallback language you can actually negotiate. The $575 Create or Redline Contract includes up to three rounds of email revisions.

Request the $575 redline

Frequently Asked Questions

How do I send you the contract securely?

After you submit the intake form, I'll send you a secure upload link. You can also email the contract directly if you prefer.

How many rounds of revisions are included?

The $575 Create or Redline Contract includes up to three rounds of email revisions or follow-up edits. Unusually long, highly complex, or heavily negotiated work, or multiple separate agreements, runs at $240 per hour overflow.

What's "market" for these terms?

I'll tell you what's typical for your type of deal. Some terms that look aggressive are actually industry standard; others that seem minor can be costly. Context matters.

Can you help me negotiate?

Yes. I can provide talking points and fallback positions. For active negotiation support where I engage directly with the other side, I can arrange that separately.

Do you only review contracts governed by California law?

I am licensed in California and that is where I practice. I most often review commercial contracts that touch California, but business contracts frequently pick another state's law or a neutral venue, and many core drafting and risk issues are similar across states. If your contract is governed by another state's law or turns on a state-specific rule outside California, tell me up front so I can flag where you may need local counsel. Whether that applies depends on your contract and facts.

Is the review confidential, and does it create an attorney-client relationship?

A paid engagement is covered by attorney-client confidentiality once I have run a conflict check and you have engaged me. This page and the AI Legal Analyst provide general legal information, not legal advice, and using them does not by itself create an attorney-client relationship. The chat is a starting point; the attorney work product is the paid $240 consultation or the $575 drafting or redline package.