(1) Before examination, the lawyer shall confirm the language of the text of the contract to be examined, and the original shall prevail based on its meaning, while other languages shall be translated. The lawyer needs to confirm the client’s request to review the original and/or translated version of the contract. If a review of the translated version is necessary, the source of the translation must be confirmed to assess the risk.
(2) Lawyers should pay attention to the relevant provisions of the laws, regulations, precedents (judicial interpretations), local (state, county) regulations, etc. of the country involved in the contract when reviewing it.
(3) Lawyers must be fully aware that if there is a conflict between the content and actual performance of the contract and the aforementioned norms, although it may not necessarily result in the invalidity of the contract, it may lead to adverse consequences for the parties to the contract.
(4) Lawyers should be diligent and responsible in the process of contract review, striving to discover and remind clients of various risks and unfavorable clauses in the contract, especially clauses that may increase the client’s liability, lead to the invalidity or partial invalidity of the contract, and may cause significant disputes due to unclear agreements.
(5) The scope of work for lawyers to review contracts includes but is not limited to the contract terms themselves. In addition to existing terms, they should also pay full attention to the content that should have been agreed upon based on the nature of the contract or the purpose of the transaction, or other unclear or conflicting terms that may affect the significant rights and interests of both parties.
(6) In addition to reminding the client of any commercial terms such as subject matter, price, quality standards, quantity, and performance period that may affect civil liability consequences, attention should also be paid to risks such as exchange rate fluctuations, political stability, regulatory tendencies, and epidemic prevention and control that may affect contract signing and performance.
(7) Before contract review, it is necessary to understand the relevant transactions. Unless providing special contract review services to the client or the client has other requirements, lawyers generally only review the contract manuscript and are not responsible for reviewing the authenticity of the transaction itself or conducting special investigations. However, they can remind the parties to pay attention to relevant issues.
