Desk notes · US commercial contracts · Tool

Tool: the redline checklist, on one page

The four-pass checklist from our guide to US B2B software contracts, laid out as a single sheet to keep next to the document. No email required.

The guide explains the method. This is the sheet: commercial terms, risk allocation, operational terms, drafting — in the order that catches the most expensive defects first. It fits on one page, and it is meant to be printed or kept open in a second window while you read.

How to use it

Do the passes in order. Do not start marking up until pass two, and do not read the definitions until pass four — read out of sequence, the definitions will quietly redefine what you thought you had already checked. Write the three-line summary before the redline.

What it does not do

It does not tell you what position to take on any clause. That is what a playbook is for, and a playbook is specific to your company. The checklist makes sure you looked; the playbook decides what you do about what you found.

The sheet is published on the Tools page. If a future update changes it, the guide will say so.

General information, not legal advice. This page describes how US and cross-border commercial contracts commonly work; it is not advice on your situation and does not create an attorney–client relationship. For advice on a specific contract, speak to a lawyer qualified in the relevant jurisdiction.

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